S-4

As filed with the Securities and Exchange Commission on January 20, 2006

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CARDTRONICS, INC.*

(exact name of registrant as specified in its charter)

Delaware		76-0681190
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

3110 Hayes Road, Suite 300
Houston, Texas 77082
(281) 596-9988
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices) J. Chris Brewster
Chief Financial Officer and Treasurer
3110 Hayes Road, Suite 300
Houston, Texas 77082
(281) 596-9988
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Copy to:

David P. Oelman, Esq.

Vinson & Elkins L.L.P.

2300 First City Tower

1001 Fannin Street

Houston, Texas 77002-6760

713-758-3708

713-615-5861 (fax)

      Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

      If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.     o

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.     o

      If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount	Offering	Aggregate	Registration
Securities to be Registered	to be Registered	Price per Note(1)	Offering Price(1)	Fee
9.250% Senior Subordinated Notes due 2013	$200,000,000	100%	$200,000,000	$21,400
Guarantees by certain of Cardtronics, Inc.’s subsidiaries	—	—	—	—(2)

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933.
(2)	Pursuant to Rule 457(n) no separate fee for the guarantees is payable because the guarantees relate to other securities that are being registered concurrently.

*  Includes certain subsidiaries of Cardtronics, Inc. identified below.

Cardtronics GP, Inc.

(Exact Name of Registrant As Specified In Its Charter)

Delaware	75-3003720
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

Cardtronics LP, Inc.

(Exact Name of Registrant As Specified In Its Charter)

Delaware	51-0412519
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

Cardtronics, LP

(Exact Name of Registrant As Specified In Its Charter)

Delaware	76-0419117
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

      Each Registrant hereby amends this Registration Statement on such dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

Cardtronics, Inc.

Offer to Exchange up to

$200,000,000 of 9.250% Senior Notes due 2013

for

$200,000,000 of 9.250% Senior Notes due 2013

that have been Registered under the Securities Act of 1933

Terms of the Exchange Offer

•  We are offering to exchange up to $200,000,000 of our outstanding 9.250% Senior Notes due 2013 for new notes with substantially identical terms that have been registered under the Securities Act and are freely tradable.

•  We will exchange all outstanding notes that you validly tender and do not validly withdraw before the exchange offer expires for an equal principal amount of new notes.

•  The exchange offer expires at 5:00 p.m., New York City time, on                     , 2006, unless extended. We do not currently intend to extend the exchange offer.

•  Tenders of outstanding notes may be withdrawn at any time prior to the expiration of the exchange offer.

•  The exchange of outstanding notes for new notes will not be a taxable event for U.S. federal income tax purposes.

Terms of the New 9.250% Senior Notes Offered in the Exchange Offer

Maturity

•  The new notes will mature on August 15, 2013.

Interest

•  Interest on the new notes is payable on February 15 and August 15 of each year.

•  Interest will accrue from August 12, 2005 or the most recent date to which interest has been paid.

Redemption

•  We may redeem some or all of the new notes at any time on or after August 15, 2009 at redemption prices listed in “Description of the New Notes — Optional Redemption,” and we may redeem some or all of the notes before that date by the payment of a make-whole premium.

•  Subject to certain limitations, we may also redeem up to 35% of the new notes using the proceeds of certain equity offerings completed before August 15, 2008.

Change of Control

•  If we experience a change of control, subject to certain conditions, we must offer to purchase the new notes.

Ranking

•  The new notes are unsecured senior subordinated obligations. The new notes rank junior in right of payment with all of our other existing and future senior debt including borrowings under our bank credit facilities.

       Please read “Risk Factors” on page 8 for a discussion of factors you should consider before participating in the exchange offer.

       These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2006.

      This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In making your investment decision, you should rely only on the information contained in this prospectus and in the accompanying letter of transmittal. We have not authorized anyone to provide you with any other information. If you receive any unauthorized information, you must not rely on it. We are not making an offer to sell these securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus, or the documents incorporated by reference into this prospectus, is accurate as of any date other than the date on the front cover of this prospectus or the date of such document, as the case may be.

TABLE OF CONTENTS

INDUSTRY AND MARKET DATA	i
FORWARD-LOOKING STATEMENTS	i
SUMMARY	1
RISK FACTORS	8
EXCHANGE OFFER	19
RATIOS OF EARNINGS TO FIXED CHARGES	26
USE OF PROCEEDS	27
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA	28
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	30
THE ATM INDUSTRY	58
BUSINESS	60
MANAGEMENT	73
PRINCIPAL STOCKHOLDERS	83
DESCRIPTION OF OTHER INDEBTEDNESS	85
DESCRIPTION OF THE NEW NOTES	86
FEDERAL INCOME TAX CONSIDERATIONS	128
PLAN OF DISTRIBUTION	129
LEGAL MATTERS	130
EXPERTS	130
WHERE YOU CAN FIND MORE INFORMATION	130
INDEX TO FINANCIAL STATEMENTS	F-1
LETTER OF TRANSMITTAL	A-1
First Amended and Restated Certificate of Incorporation
Certificate of Amendment of the First Amended Certificate of Incorporation
Certificate of Amendment of the First Amended Certificate of Incorporation
First Amended and Restated Bylaws
Indenture dated August 12, 2005
Registration Rights Agreement
Opinion of Vinson & Elkins L.L.P.
Third Amended and Restated First Lien Credit Agreement
Amendment No. 1 to Credit Agreement
Amendment No. 2 to Credit Agreement
Amendment No. 3 to Credit Agreement
Second Amendment to Employment Agreement - Jack M. Antonini
Restricted Stock Agreement - Jack M. Antonini
First Amendment to Restricted Stock Agreement - Jack M. Antonini
Second Amendment to Restricted Stock Agreement - Jack M. Antonini
First Amendment to Employee Agreement - Michael H. Clinard
First Amendment to Employee Agreement - Thomas E. Upton
First Amendment to Employee Agreement - J. Chris Brewster
Employment Agreement - Drew Soinski
Amended and Restated Service Agreement
Bonus Agreement
2001 Stock Incentive Plan
Amendment No.1 to the 2001 Stock Incentive Plan
Amendment No.2 to the 2001 Stock Incentive Plan
Form of Director Indemnification Agreement
Computation of Ratio of Earnings to Fixed Charges
List of Subsidiaries
Consent of KPMG LLP
Consent of Deloitte and Touche, LLP
Statement of Eligibility on Form T-1

INDUSTRY AND MARKET DATA

      In this prospectus, we rely on and refer to information and statistics regarding economic trends and conditions and other data pertaining to the ATM industry. We have obtained this data from our own research, surveys and studies conducted by third parties such as Dove Consulting Group, Inc., industry or other publications, such as ATM&Debit News, APACS ATM Survey, APACS Yearbook of Payment Statistics and other publicly available sources. We believe that our sources of information and estimates are reliable and accurate, but we have not independently verified them. Our statements about the ATM industry generally, the number and type of ATMs in various markets, and the size and operations of our competitors in this prospectus are based on our management’s belief, this statistical data, internal studies and our knowledge of industry trends.

FORWARD-LOOKING STATEMENTS

      This prospectus contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21F of the Exchange Act. Forward-looking statements include information relating

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to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include statements regarding: proposed new programs; expectations that regulatory developments or other matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in future tense, identify forward-looking statements.

      You should not read forward-looking statements as a guarantee of future performance or results. They will not necessarily be accurate indications of the times at or by which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to reliance on third parties for cash management services; increased regulation and regulatory uncertainty; trends in ATM usage; decreases in the number of ATMs we can place with our top merchants; increased industry competition; our ability to continue to execute our growth strategies; risks associated with the acquisition of other ATM networks; changes in interest rates; declines in, or system failures that interrupt or delay, ATM transactions; changes in the ATM transaction fees we receive; changes in ATM technology; changes in foreign currency rates; general and economic conditions; and other factors discussed under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

      Forward-looking statements speak only as of the date the statements are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, you should draw no inference that we will make additional updates with respect to those or other forward-looking statements.

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SUMMARY

      This summary may not contain all the information that may be important to you. You should read this entire prospectus and the documents we have incorporated into this prospectus by reference before making an investment decision. You should carefully consider the information set forth under “Risk Factors.” In addition, certain statements include forward-looking information which involves risks and uncertainties. Please read “Forward-Looking Statements.” Unless this prospectus otherwise indicates or the context otherwise requires, the terms “we,” “our,” “us” “Cardtronics” or the “Company” as used in this prospectus refer to Cardtronics, Inc. and its subsidiaries. We refer to automated teller machines as “ATMs” throughout this registration statement. Information referred to in this registration statement as “pro forma” gives effect to our June 30, 2004 acquisition of the ATM business of E*TRADE Access, Inc. (which we refer to as “E*TRADE Access”) and our May 17, 2005 acquisition of Bank Machine (Acquisitions) Ltd. (which we refer to as “Bank Machine”), as if each had occurred prior to the period for which such information is given.

Company Overview

      We operate the largest network of ATMs in the United States and we are a leading ATM operator in the United Kingdom. As of September 30, 2005, our network included approximately 26,400 ATMs. For the year ended December 31, 2004, and pro forma for our E*TRADE Access and Bank Machine acquisitions, our ATMs dispensed over $9.1 billion in cash and processed more than 161.4 million transactions. We deploy and operate ATMs under two distinct arrangements with our merchant partners: company-owned and merchant-owned. Under company-owned arrangements, we provide the ATM and are typically responsible for all aspects of its operation, including procuring cash, supplies and telecommunications as well as routine and technical maintenance. Under merchant-owned arrangements, the merchant owns the ATM and is responsible for providing cash and performing simple maintenance tasks, while we provide more complex maintenance services, transaction processing and connection to electronic funds transfer networks. As of September 30, 2005, approximately 44% of our ATMs were company-owned and 56% were merchant-owned. Because our margins are significantly higher on our company-owned machines as a result of the value of the breadth of services we provide, our internal and acquisition growth strategy will focus on increasing the number of company-owned ATMs in our network.

      Our domestic ATM network is strengthened by contractual relationships with leading retail merchants in a variety of businesses. Amerada Hess, BP Amoco, Chevron, Circle K, Costco, CVS Pharmacy, Duane Reade, ExxonMobil, Mills Malls, Sunoco, Target and Walgreens are among our largest domestic merchants in terms of our revenues. Alfred Jones, Co-Op, Mitchells & Butlers, the U.K. Post Office, Tates and Tesco are among our largest United Kingdom merchants in terms of our revenues. Our merchant customers operate high consumer traffic locations, such as convenience stores, supermarkets, membership warehouses, drug stores, shopping malls and airports. Our merchant relationships are typically governed by multi-year contracts with initial terms of five years or more. On a pro forma basis for the year ended December 31, 2004, we generated $278.4 million of revenues and approximately $2.3 million of net income.

      Our revenue is recurring in nature and is primarily derived from ATM surcharge fees paid by cardholders and interchange fees paid by their banks and other financial institutions. We generate additional revenue by branding our ATMs with signage from banks and other financial institutions, resulting in added convenience for their customers and increased usage of our ATMs. We typically provide our merchant customers with all of the services required to operate an ATM, which include transaction processing, cash management, maintenance and monitoring. We believe that we are among the low-cost providers in our industry due primarily to our substantial network of ATMs, which provides us significant scale advantages. Our focus on customer service, together with our experience and scale, has contributed to strong relationships with leading national and regional merchants in the United States and we expect to develop the same strong relationships in the United Kingdom.

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      Since May 2001, we have acquired 12 networks of ATMs and one operator of a surcharge-free ATM alliance, increasing the number of ATMs we operate from approximately 4,100 to approximately 26,400 as of September 30, 2005. On June 30, 2004, we acquired the ATM business of E*TRADE Access, adding approximately 13,155 ATMs to our network, and on May 17, 2005, we acquired Bank Machine, which expanded our operations to the United Kingdom and added approximately 1,000 ATMs to our network. From 2001 to 2004, the total number of annual transactions processed within our network increased from approximately 19.9 million to approximately 111.6 million.

      Our principal executive offices are located at 3110 Hayes Road, Suite 300, Houston, Texas 77082 and our telephone number is (281) 596-9988. Our website address is www.cardtronics.com. Information contained on our website is not part of this prospectus.

Recent Transactions

      Bank Machine Acquisition. On May 17, 2005, we acquired the ATM business of Bank Machine (Acquisitions) Limited, an independent operator of ATMs in the United Kingdom, for approximately $92.0 million in cash and 35,221 shares of our Series B Convertible Preferred Stock valued by us at approximately $3.0 million. Through this transaction, we acquired approximately 1,000 ATMs and related site agreements, of which approximately 850 are company-owned and 150 are merchant-owned ATMs. On average, these ATMs process twice the number of surcharge-bearing transactions and have approximately 40% higher revenue per surcharge-bearing transaction than our domestic ATMs. This acquisition also allowed us to expand our business to the United Kingdom and positions us for further expansion to other European markets.

      E*TRADE Access Acquisition. On June 30, 2004, we acquired the ATM business of E*TRADE Access, Inc., an indirect wholly owned subsidiary of E*TRADE Financial Corp., for approximately $106.9 million in cash. Through this transaction we acquired 13,155 ATMs and related placement agreements, of which approximately 2,450 were company-owned and 10,705 were merchant-owned. As a result of this acquisition, we increased the number of ATM machines that we own or manage from approximately 12,000 to over 25,000 ATMs. This acquisition also allowed us to expand our relationships with national merchants, including Albertsons, Chevron, CVS Pharmacy and Target, through the placement agreements that we acquired.

      Other Acquisitions. On March 1, 2005, we acquired a portfolio of approximately 475 ATMs and related contracts located in independent grocery stores in and around the New York metropolitan area for approximately $8.2 million in cash. On April 21, 2005, we acquired a portfolio of approximately 330 ATMs and related contracts, at BP Amoco locations throughout the Midwest, for approximately $9.0 million in cash. Such acquisitions were funded with cash on hand and borrowings under our bank credit facilities. Substantially all of the ATMs acquired in these transactions are company-owned.

      On December 21, 2005, we acquired all of the outstanding shares of ATM National, Inc., the owner and operator of a nationwide surcharge-free ATM alliance. The consideration for such acquisition totaled $4.4 million, and was comprised of $2.6 million in cash and 21,111 shares of our common stock. Additionally, we agreed to assume approximately $1.3 million in liabilities associated with such acquisition. Furthermore, the merger agreement allows for the issuance of up to 10,000 additional shares of our common stock within 105 days of the closing date based on the occurrence of certain events.

      Preferred Stock Offering. On February 10, 2005, we issued 894,568 shares of our Series B Convertible Preferred Stock to investment funds controlled by TA Associates, Inc. for gross proceeds of $75.0 million, representing a 30.6% equity interest on a fully diluted basis as of such date. The net proceeds of this offering were used to redeem all of the outstanding shares of our Series A Preferred Stock and to repurchase approximately 24% of our outstanding shares of common stock and vested options to purchase our common

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stock. In connection with that offering, we also appointed two designees of TA Associates, Inc. to our board of directors.

      Amended and Restated Credit Facilities. On May 17, 2005, in connection with our Bank Machine acquisition, we amended and restated our bank credit facilities with BNP Paribas and Bank of America, N.A. We used borrowings from these secured facilities to finance our Bank Machine acquisition and repay amounts under our prior facilities. Our bank credit facilities, as amended and restated, consisted of a revolving credit facility of up to $100.0 million, a first lien term facility of up to $125.0 million and a second lien term facility of up to $75.0 million. We utilized the net proceeds from our senior subordinated notes offering, as discussed below, along with additional borrowings under our revolving credit facility to retire permanently our first and second lien term loans in August 2005. In addition, our revolving credit facility was increased to a maximum borrowing capacity of $150.0 million, subject to the financial covenants contained in the revolving credit facility. As of September 30, 2005, we had approximately $41.8 million outstanding under the facility and the ability to borrow an additional $37.1 million under the facility. Substantially all of our domestic assets and 65% of the capital stock of our United Kingdom subsidiaries are pledged to secure borrowings under our revolving credit facility. Furthermore, each of our domestic subsidiaries has guaranteed our obligations under the facility.

      Senior Subordinated Notes Offering. On August 12, 2005, we issued $200.0 million in senior subordinated notes pursuant to Rule 144A of the Securities Act of 1933, as amended. Such senior subordinated notes are the notes that are subject to the exchange offer described herein.

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The Exchange Offer

      On August 12, 2005, we completed a private offering of the outstanding notes. As part of the private offering, we entered into a registration rights agreement with the initial purchasers of the outstanding notes in which we agreed, among other things, to deliver this prospectus to you and to use our best efforts to complete the exchange offer within 330 days after the date we issued the outstanding notes. The following is a summary of the exchange offer.

Exchange Offer	We are offering to exchange new notes for outstanding notes.
Expiration Date	The exchange offer will expire at 5:00 p.m. New York City time, on                     , 2006, unless we decide to extend it.
Condition to the Exchange Offer	The registration rights agreement does not require us to accept outstanding notes for exchange if the exchange offer or the making of any exchange by a holder of the outstanding notes would violate any applicable law or interpretation of the staff of the SEC. A minimum aggregate principal amount of outstanding notes being tendered is not a condition to the exchange offer.
Procedures for Tendering Outstanding Notes	To participate in the exchange offer, you must follow the procedures established by The Depository Trust Company, which we call “DTC,” for tendering notes held in book-entry form. These procedures, which we call “ATOP,” require that the exchange agent receive, prior to the expiration date of the exchange offer, a computer generated message known as an “agent’s message” that is transmitted through DTC’s automated tender offer program and that DTC confirm that:
	• DTC has received your instructions to exchange your notes; and
	• you agree to be bound by the terms of the letter of transmittal.
	For more details, please refer to the sections of this prospectus entitled “Exchange Offer — Terms of the Exchange Offer” and “— Procedures for Tendering.”
Guaranteed Delivery Procedures	None.
Withdrawal of Tenders	You may withdraw your tender of outstanding notes at any time prior to the expiration date. To withdraw, you must submit a notice of withdrawal to exchange agent using ATOP procedures before 5:00 p.m. New York City time on the expiration date of the exchange offer. Please read “Exchange Offer — Withdrawal of Tenders.”
Acceptance of Outstanding Notes and Delivery of New Notes	If you fulfill all conditions required for proper acceptance of outstanding notes, we will accept any and all outstanding notes that you properly tender in the exchange offer on or before 5:00 p.m. New York City time on the expiration date. We will return any outstanding note that we do not accept for exchange to you without expense as promptly as practicable after the expiration date. We will deliver the new notes as promptly as practicable after the expiration date and acceptance of the outstanding notes

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	for exchange. Please refer to the section in this prospectus entitled “Exchange Offer — Terms of the Exchange Offer.”
Fees and Expenses	We will bear all expenses related to the exchange offer. Please refer to the section in this prospectus entitled “Exchange Offer — Fees and Expenses.”
Use of Proceeds	The issuance of the new notes will not provide us with any new proceeds. We are making this exchange offer solely to satisfy our obligations under our registration rights agreement.
Consequences of Failure to Exchange Outstanding Notes	If you do not exchange your outstanding notes in this exchange offer, you will no longer be able to require us to register the outstanding notes under the Securities Act except in the limited circumstances provided under our registration rights agreement. In addition, you will not be able to resell, offer to resell or otherwise transfer the outstanding notes unless we have registered the outstanding notes under the Securities Act, or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act.
U.S. Federal Income Tax Considerations	The exchange of new notes for outstanding notes in the exchange offer should not be a taxable event for U.S. federal income tax purposes. Please read “Federal Income Tax Considerations.”
Exchange Agent	We have appointed Wells Fargo Bank, National Association as exchange agent for the exchange offer. You should direct questions and requests for assistance and requests for additional copies of this prospectus (including the letter of transmittal) to the exchange agent addressed as follows: Wells Fargo Bank, National Association, Attention: Corporate Trust Operations, Sixth and Marquette, MAC N9303-121, Minneapolis, MN 55479. Eligible institutions may make requests by facsimile at (612) 667-4927.

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Terms of the New Notes

      The new notes will be identical to the outstanding notes except that the new notes are registered under the Securities Act and will not have restrictions on transfer, registration rights or provisions for additional interest and will contain different administrative terms. The new notes will evidence the same debt as the outstanding notes, and the same indenture will govern the new notes and the outstanding notes.

      The following summary contains basic information about the new notes and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the new notes, please refer to the section of this prospectus entitled “Description of the New Notes.”

Issuer	Cardtronics, Inc.
Notes Offered	$200.0 million aggregate principal amount of 91/4% Senior Subordinated Notes due 2013 (the “notes”).
Maturity	The notes will mature on August 15, 2013.
Interest	Interest on the notes will accrue at the rate of 91/4% per annum. Interest on the notes will be payable semi-annually, in cash, in arrears on February 15 and August 15 of each year, commencing on February 15, 2006.
Guarantees	All payments on the notes, including principal and interest, will be jointly and severally guaranteed on a senior subordinated basis by all of our existing domestic subsidiaries and certain of our future subsidiaries. See “Description of the New Notes — Guarantees.”
Ranking	The notes and the guarantees will be unsecured senior subordinated obligations and will rank:
	• junior in right of payment to all of our and our subsidiary guarantors’ existing and future senior indebtedness, including borrowings under our bank credit facilities and guarantees of those borrowings;
	• equally in right of payment with any of our and our subsidiary guarantors’ future senior subordinated indebtedness; and
	• senior in right of payment to any of our and our subsidiary guarantors’ future indebtedness that is expressly subordinated in right of payment to the notes.
Optional Redemption	We may redeem some or all of the notes on or after August 15, 2009 at the redemption prices set forth in this registration statement. At any time prior to August 15, 2009, we may redeem the notes, in whole or in part, at a price equal to 100% of their outstanding principal amount plus the make-whole premium described under “Description of the New Notes — Optional Redemption.”
	In addition, we may redeem up to 35% of the aggregate principal amount of the notes at a redemption price of 109.250% using the proceeds of certain equity offerings completed on or before August 15, 2008. We may make this redemption only if, after the redemption, at least 65% of the aggregate principal amount of the notes originally issued remains outstanding.

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Change of Control	If we sell substantially all of our assets or experience specific kinds of changes of control, we must offer to repurchase the notes at a price in cash equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.
Certain Covenants	The indenture governing the notes contains covenants that, among other things, limit our ability and the ability of our subsidiaries to:
	• incur or guarantee additional indebtedness;
	• incur senior subordinated debt;
	• make certain restricted payments;
	• consolidate or merge with or into other companies;
	• conduct asset sales;
	• restrict dividends or other payments to us;
	• engage in transactions with affiliates or related persons;
	• create liens;
	• redeem or repurchase capital stock; and
	• issue and sell preferred stock in restricted subsidiaries.
	These limitations will be subject to a number of important qualifications and exceptions. See “Description of the New Notes — Certain Covenants.”
Absence of a Public Market	The new notes generally will be freely transferable; however, there can be no assurance as to the development or liquidity of any market for the new notes.

      Investment in the notes involves substantial risks. See “Risk Factors” immediately following this summary for a discussion of certain risks relating to an investment in the notes.

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RISK FACTORS

      Before making an investment decision with respect to the exchange offer you should carefully consider the following risks, as well as the other information contained in this prospectus memorandum, including our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The risks described below are those which we believe are the material risks we face as well as risks related to the exchange offer.

Risks Related to Our Business

We operate in a changing and unpredictable regulatory environment. If we are subject to new legislation regarding the operation of our ATMs, we could be required to make substantial expenditures to comply with such legislation, which may adversely affect our profit margins.

      With its initial roots in the banking industry, the ATM industry has always been regulated, if not by individual states, by the rules and regulations of the federal Electronic Funds Transfer Act, which establishes the rights, liabilities and responsibilities of participants in electronic funds transfer, or EFT, systems. The vast majority of states have few, if any, licensing requirements. However, recent media publicity on the use of electronic devices to steal ATM card information, or skimming devices, at ATMs has resulted in several states, including California, New Jersey and New York, introducing legislation regulating the deployment and operation of ATMs. In these three states no final legislation has been passed. Accordingly, we may face a more restrictive and increased regulatory environment in coming years.

The passing of legislation banning or limiting surcharge fees would severely impact our revenue.

      As off-premise ATMs became more prevalent in the 1990s, a few states (most notably Iowa) were slow to change their existing laws that prohibited surcharge fees in connection with ATM transactions. However, by the late 1990s, 49 states permitted surcharge fees, with Iowa being the lone exception. In 2002, a federal court, relying upon the federal preemption doctrine, and citing federal banking laws, overturned Iowa’s law that prohibited ATM surcharge fees. Despite the nationwide acceptance of surcharge fees at ATMs, a few consumer activists (most notably in California) have from time to time attempted to impose local bans on surcharge fees. Even in the few instances where these efforts have passed the local governing body (such as with an ordinance adopted by the city of Santa Monica, California), federal courts have overturned these local laws on federal preemption grounds. However, such efforts may resurface and, should the federal courts abandon their adherence to the federal preemption doctrine, such efforts could receive more favorable consideration than in the past. Any successful legislation banning or limiting surcharge fees could result in a substantial loss of revenues and significantly curtail our ability to continue our operations as currently configured.

      In the United Kingdom, the Treasury Select Committee of the House of Commons published a report regarding surcharges in the ATM industry in March 2005. This committee was formed to investigate public concerns regarding the ATM industry, including adequacy of disclosure to ATM customers regarding surcharges, whether ATM providers should be required to provide free services in low-income areas and whether to limit the level of surcharges. The committee’s report included a number of recommendations, including a recommendation to Parliament that ATMs should be subject to the Banking Code, which is a voluntary code of practice adopted by all financial institutions in the United Kingdom. The U.K. government has yet to signal its acceptance of the Committee’s report, and there is no certainty that such report will be accepted. Should the report be accepted, the main impact of the Banking Code will be that ATM operators will be required to provide 30 days’ notice to the public prior to converting a surcharge-free ATM to one which charges surcharges. If the legislature or another body with regulatory authority in the United Kingdom were to impose limits on the level of surcharges for ATM transactions, our business in the United Kingdom would be adversely affected.

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We depend on ATM transaction fees for substantially all of our revenues and would be adversely affected by a decline in usage of or surcharge fees at our ATMs.

      Transaction fees charged to cardholders and their financial institutions for transactions processed on our ATMs, including surcharge and interchange transaction fees, have historically accounted for most of our revenues. We expect that revenues from ATM transaction fees will continue to account for a substantial majority of our revenues for the foreseeable future. Consequently, our future operating results will depend on (1) the continued market acceptance of our services in our target markets, (2) maintaining the level of transaction fees we receive, (3) our ability to install, acquire and operate more ATMs and (4) continued usage of our ATMs by cardholders. For example, increased acceptance of credit and debit cards by merchants and service providers, or any loss of confidence by the consuming public in the safety and security of ATM transactions, could result in decreased usage of our ATMs. In addition, it is possible that alternative technologies to our ATM services will be developed and implemented. If such alternatives are successful, we will likely experience a decline in the usage of our ATMs. Moreover, surcharge fees are set by negotiation between us and our merchant partners, and could change over time. Further, growth in surcharge-free ATM networks and widespread consumer bias toward such networks could adversely affect our revenue even though we receive fees from our participation in surcharge-free networks. We cannot assure you that surcharge fees will not decline in the future. Accordingly, a decline in usage of our ATMs by ATM cardholders or in the levels of fees received by us in connection with such usage would have a material adverse impact on our business, growth, financial condition and results of operations. During the three months ended March 31, 2005 and June 30, 2005, total domestic transaction revenues (including surcharge, interchange and branding fees) declined by approximately 2.7% and 2.4%, respectively (versus prior year levels) for our ATMs that were transacting throughout the same periods in both 2005 and 2004. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Industry Trends.”

We will be subject to new proposed guidelines under the Americans with Disabilities Act that may require us to retrofit non-compliant ATMs, thus increasing our capital expenditures and decreasing our net income.

      The Americans with Disabilities Act, or ADA, currently prescribes provisions that ATMs be made accessible to and independently usable by persons with vision impairments. The Department of Justice is likely to adopt proposed accessibility guidelines under the ADA that include provisions addressing ATMs and how to make them more accessible to the disabled. Under the proposals, ATM height and reach requirements would be shortened, keypads would be required to be laid out in the manner of telephone keypads, and ATMs would be required to possess speech capabilities, among other modifications. If adopted, these new guidelines would affect the manufacture of ATM equipment going forward, could require us to retrofit the ATMs in our domestic network, and may result in an increase in our capital expenditures and a decrease in our net income. Further, from time to time groups representing persons with various disabilities have threatened or actually commenced litigation against ATM owners or operators to require those operators to make their ATMs more accessible to members of the affected group in compliance with the ADA guidelines and similar state statutes. In connection with our E*TRADE Access acquisition, we assumed the liabilities related to a lawsuit filed by the National Foundation for the Blind related to one of these matters. This action and similar future actions from other parties could result in a diversion of our management and financial resources. See “Business — Legal Proceedings.”

We derive a substantial portion of our revenue from ATMs placed with a small number of merchants. If one or more of our top merchants were to cease doing business with us, or to substantially reduce its dealings with us, our revenues could decline.

      For the year ended December 31, 2004, and on a pro forma basis giving effect to our E*TRADE Access and Bank Machine acquisitions, we derived approximately 16% of our total revenues from ATMs placed at the locations of our five largest merchants. We expect to continue to depend upon a relatively small number of merchants for a significant percentage of our revenues. The loss of any of our largest merchants, or a decision by any one of them to reduce the number of our ATMs placed in their locations, would decrease our

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revenues. These merchants may elect not to renew their contracts when they expire. Even if such contracts are renewed, the renewal terms may be less favorable to us than the current contracts. If any of our five largest merchants fail to renew their contracts upon expiration, or if the renewal terms with any of them are less favorable to us than under our current contracts, this could have a material adverse impact on our business, growth, financial condition and results of operations.

      On February 21, 2005, Winn-Dixie, a merchant customer with which we had approximately 849 ATMs deployed as of June 30, 2005, and which accounted for approximately 2.4% of our total revenues for the six months ended June 30, 2005, filed for bankruptcy protection. As part of its bankruptcy restructuring efforts, Winn-Dixie announced that it was planning to close approximately 326 of its existing 913 stores. Of the 326 locations identified for closure by Winn-Dixie, approximately 307 were locations in which we had deployed ATMs. Accordingly, during the months of July and August 2005, all 307 ATMs were deinstalled from those locations, leaving us with approximately 542 remaining operating locations as of September 30, 2005.

      If Winn -Dixie’s restructuring efforts are unsuccessful and additional store closings are required, or current transaction levels decline, our future operating results may be negatively impacted through lower revenues and gross profits, and the prospect of impairment charges.

The ATM industry is highly competitive and such competition may increase, which may adversely affect our profit margins.

      The ATM business is and can be expected to remain highly competitive. While our principal competition in the United States comes from national and regional financial institutions, we also compete with other independent ATM companies. Several of our competitors are larger, more established and have greater financial and other resources than we do. Our competitors could prevent us from obtaining or maintaining desirable locations for our ATMs, cause us to reduce the surcharge revenue generated by transactions at our ATMs or cause us to pay higher merchant fees, thereby reducing our profits. In addition to our current competitors, additional competitors may enter the market. We can offer no assurance that we will be able to compete effectively against these current and future competitors. Increased competition could result in transaction fee reductions, reduced gross margins and loss of market share.

      In the United Kingdom, we face competition from several companies with operations larger than our own. Many of these competitors have financial and other resources substantially greater than our United Kingdom subsidiary. These companies may be able to pay more for acquisitions and may be able to better define, evaluate, and bid for available acquisition targets in the United Kingdom or elsewhere. Our ability to expand our business to other areas of the United Kingdom and in the future will depend upon our ability to successfully conduct operations, evaluate and select suitable acquisitions, and consummate transactions in this competitive environment.

We may be unable to integrate our recent and future acquisitions in an efficient manner and inefficiencies would increase our cost of operations and reduce our profitability.

      Our acquisitions involve certain inherent risks to our business, including the following:

•  the operations, technology and personnel of any acquired companies may be difficult to integrate;

•  the allocation of management resources to consummate these transactions may disrupt our day-to-day business; and

•  acquired networks may not achieve anticipated revenues, earnings or cash flow. Such a shortfall could require us to write down the carrying value of the intangible assets associated with any acquired company, which would adversely affect our reported earnings.

      Since May 2001, we have acquired 12 ATM networks. Prior to our E*TRADE Access and Bank Machine acquisitions, we had acquired only the assets of deployed ATM networks, rather than businesses and their related infrastructure. We currently anticipate that our future acquisitions will likely reflect a mix of asset acquisitions and acquisitions of businesses, with each acquisition having its own set of unique

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characteristics. To the extent that we elect to acquire an existing company or the operations, technology and personnel of another ATM provider, we may assume some or all of the liabilities associated with the acquired company and face new and added challenges integrating such acquisition into our operations.

      Our recent growth, particularly because of the size of our E*TRADE Access and Bank Machine acquisitions, and any future growth may strain our management systems, information systems and resources. We will need to continue to invest in and improve our financial and managerial controls, reporting systems and procedures as we continue to grow and expand our business. As we grow, we must also continue to hire, train, supervise and manage new employees. We may not be able to hire, train, supervise and manage sufficient personnel or develop management and operating systems to manage our expansion effectively.

      In addition, our Bank Machine acquisition created, and any future acquisition of ATMs located outside the United States will create, additional risks for us to manage, including, exposure to foreign currency fluctuations, difficulties in complying with foreign laws and regulations, staffing and managing foreign operations and potentially adverse tax consequences.

      Any inability on our part to manage effectively our past or future growth or to successfully grow the revenue and profitability of our business could have a material adverse effect on our business, growth, financial condition and results of operations.

The full impact of our recent acquisitions on our operating results is not fully reflected in our historical financial results, which as a result we believe are not necessarily indicative of our future results of operations.

      Since May 2001, we have acquired 12 ATM networks, including our recent E*TRADE Access and Bank Machine acquisitions. Nine of these acquisitions contributed a substantial portion of our total revenues in the year ended December 31, 2004, and four of these acquisitions, representing approximately 72% of the ATMs we have acquired since May 2001, were completed in 2004 and 2005. Of the approximately 18,900 ATMs we have acquired since May 2001 and prior to December 31, 2004, approximately 13,155 were acquired after January 2004. As a result, our operating results for the year ended December 31, 2004 do not reflect a full-year’s results for a significant portion of the ATMs we operated as of December 31, 2004, including the approximately 13,155 ATMs we acquired in our E*TRADE Access acquisition on June 30, 2004. Accordingly, our historical results may not be indicative of results to be expected in future periods.

Changes in interest rates could increase our operating costs by increasing interest expense under our credit facilities and our cash management costs.

      Interest expense under our credit facilities and our vault cash rental expense are sensitive to changes in interest rates, particularly because a substantial majority of our indebtedness earns interest at floating rates and our vault cash rental expense is based on market rates of interest. Vault cash is the cash we use in our machines in cases where cash is not provided by the merchant. We pay rental fees on the average amount outstanding to our vault cash providers under a floating rate formula. Based on the $389.4 million in domestic vault cash outstanding as of September 30, 2005, and taking into account the $300.0 million in interest rate swaps that are currently in effect, for every interest rate increase of 100 basis points, we would incur an additional $0.9 million of vault cash rental expense on an annualized basis. Additionally, based on the $45.3 million in vault cash outstanding in the U.K. as of September 30, 2005, we would incur an additional $0.5 million in vault cash rental expense on an annualized basis for every interest rate increase of 100 basis points. Furthermore, based on the $41.8 million in floating rate indebtedness outstanding under our credit facility as of September 30, 2005, for every interest rate increase of 100 basis points, we would incur an additional $0.4 million of annual interest expense. Recent increases in interest rates in the U.S. have resulted in increases in our interest expense under our credit facility and our vault cash rental expense. Although we currently hedge a substantial portion of our vault cash interest rate risk over the next five years, we may not be able to enter into similar arrangements for similar amounts in the future. Furthermore, we have not currently entered into any derivative financial instruments to hedge our variable interest rate exposure in the U.K. Any significant future increases in interest rates in the U.S. or the U.K. could have an

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adverse impact on our business, financial condition and results of operations by increasing our operating costs and expenses. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Disclosure About Market Risk.”

We are exposed to the risk of fluctuations in foreign currencies, specifically the British Pound.

      Fluctuations in rates between the British Pound and U.S. dollar may impact our financial results from our U.K. operations since we translate our earnings generated in British Pounds into U.S. dollars at the then current exchange rate. In addition, we financed our Bank Machine acquisition with U.S. dollar-denominated borrowings, thus exposing our net investment in the United Kingdom to foreign currency fluctuations. We currently do not hedge against the risks associated with fluctuations in exchange rates. Although we may use hedging techniques in the future, we may not be able to eliminate or reduce the effects of currency fluctuations. As a result, exchange rate fluctuations could have an adverse impact on our future operating results.

Our international operations may not be successful.

      Approximately 4% of our ATMs are located in the U.K. and contributed approximately 20% of our pro forma gross profit for the year ended December 31, 2004. We expect to continue to expand in the U.K. and potentially into other countries as opportunities arise. Our international operations are subject to certain inherent risks, including:

•  exposure to currency fluctuations;

•  difficulties in complying with foreign laws and regulations;

•  unexpected changes in regulatory requirements;

•  difficulties in staffing and managing foreign operations; and

•  potentially adverse tax consequences.

      Any of these factors could have a material adverse effect on our international operations and international expansion and, consequently, on our business, results of operations and financial condition.

If we, our transaction processors, our EFT network or other service providers experience system failures, the ATM products and 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 transaction processors, telecommunications network systems and other service providers. Although our contracts with merchants do not include any guarantees related to network availability problems due to factors beyond our control, any significant interruptions could severely harm our business and reputation and result in a loss of revenue. Additionally, if any such interruption is caused by us, such interruption could result in the loss of the affected merchants or damage our relationships with such merchants. We have not been the cause of any such interruptions in the past. Our systems and operations and those of our transaction processors and our EFT network and other service providers could be exposed to damage or interruption from fire, natural disaster, unlawful acts, terrorist attacks, power loss, telecommunications failure, unauthorized entry and computer viruses. We cannot be certain that any measures we and our service providers have taken to prevent system failures will be successful or that we will not experience service interruptions. Further, our property and business interruption insurance may not be adequate to compensate us for all losses or failures that may occur.

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We rely on third parties to provide us with the cash we require to operate many of our ATMs. If these third parties were unable or unwilling to provide us with the necessary cash to operate our ATMs, we would need to locate alternative sources of cash to operate our ATMs or we would not be able to operate our business.

      In the U.S., we rely on agreements with Bank of America, N.A. and with Palm Desert National Bank to provide us with all of the cash that we use in approximately 9,000 of our domestic ATMs where cash is not provided by the merchant. In addition, we rely on agreements with Alliance & Leicester Commercial Bank, or ALCB, and the U.K. Post Office to provide us with all of the cash that we use in approximately 750 of our U.K. ATMs where cash is not provided by the merchant. As of September 30, 2005, the balance of cash held in our domestic ATMs was approximately $389.4 million, over 98% of which was supplied by Bank of America. In the United Kingdom, the balance of cash held in our ATMs as of September 30, 2005 was approximately $45.3 million, over 80% of which was supplied by ALCB. We pay a fee for our usage of this cash based on the total amount of vault cash that we are using at any given time. At all times during the use of this cash, it belongs to the cash providers. Under our agreements with Bank of America, ALCB and the U.K. Post Office, each provider has the right to demand the return of all or any portion of its cash at any time upon the occurrence of certain events beyond our control, including certain bankruptcy events of us or our subsidiaries, or a breach of the terms of our cash provider agreements. Our current agreement with Bank of America expires on August 2, 2007, subject to automatic one-year renewals. In addition, Bank of America may terminate its agreement with us and demand the return of its cash upon 360 days prior written notice. In the United Kingdom, ALCB and the U.K. Post Office may terminate their agreements with us and demand the return of their cash upon 180 and 90 days’ written notice, respectively.

      If our cash providers were to demand return of their cash or terminate their arrangements with us and remove their cash from our ATMs, or if they were to fail to provide us with cash as and when we need it for our ATM operations, our ability to operate these ATMs would be jeopardized, and we would need to locate alternative sources of cash in order to operate these ATMs.

Criminal activity by third parties, whether through tampering with our ATM machines or otherwise, could result in decreased consumer confidence in ATM usage and thereby reduce our profit.

      Recently, there have been reports in the press regarding the use of ATMs to defraud cardholders and their financial institutions. Criminals have been known to attach skimming devices to ATMs in order to copy the encoded personal information on a user’s debit or credit card that the criminal then uses to create counterfeit cards that can be used at ATMs or as credit cards to make unauthorized purchases. Extensive counterfeiting activity could undermine consumer confidence in ATMs, thereby reducing ATM activity and our profit. Although, as of this date, we are not aware of any our ATMs being used for skimming, we cannot guarantee that criminals will not target one or more of our ATMs for skimming operations.

We rely on EFT network providers, transaction processors and maintenance providers; if they fail or no longer agree to provide their services, we could suffer a temporary loss of transaction revenues or the permanent loss of any merchant contract affected by such disruption.

      We rely on EFT network providers and have agreements with transaction processors and maintenance providers and have more than one such provider in each of these key areas. These providers enable us to provide card authorization, data capture, settlement and maintenance services to the merchants we serve. Typically, these agreements are for periods of up to two or three years each. If we improperly manage the renewal or replacement of any expiring vendor contract, or if our multiple providers in any one key area failed to provide the services for which we have contracted, and disruption of service to our merchants occurs, our relationship with those merchants could suffer. Further, if such disruption of service is significant, the affected merchants may seek to terminate their agreements with us.

Taxes imposed at the state level may decrease our net income.

      We conduct substantially all of our domestic operations through our indirectly wholly owned subsidiary, Cardtronics, LP, a Delaware limited partnership. Because of widespread state budget deficits, several states

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are evaluating ways to subject partnerships to taxation through the implementation of state income, franchise or other forms of taxation. If any state were to impose a tax upon our operating subsidiary as a stand-alone entity, our consolidated net income, if any, may decrease.

Risks Related to Our Indebtedness, the New Notes and the Exchange Offer

We have a substantial amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness, including the notes.

      As of September 30, 2005, we had outstanding indebtedness of approximately $243.6 million, which represented approximately 90% of our total capitalization based on total book capitalization of $270.7 million.

      Our substantial indebtedness could have important consequences to you. For example, it could:

•  make it more difficult for us to satisfy our obligations with respect to our indebtedness, including the notes, and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under the indenture governing the notes and the agreements governing such other indebtedness;

•  require us to dedicate a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for working capital, capital expenditures, acquisitions and other general corporate 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 adverse changes in government regulation;

•  limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our growth strategy, research and development costs or other purposes; and

•  place us at a disadvantage compared to our competitors who have less debt.

      Any of the above listed factors could materially and adversely affect our business and results of operations. Furthermore, our interest expense could increase if interest rates increase because a significant amount of our indebtedness bears interest at floating rates and our vault cash rental expense is based on market rates of interest. See “Description of Other Indebtedness-Bank Credit Facilities.” If we do not have sufficient earnings to service our debt, we may be required to refinance all or part of our existing debt, sell assets, borrow more money or sell securities, none of which we can guarantee we will be able to do.

      We will be able to incur significant additional indebtedness in the future. Although the indenture governing the notes and our credit agreement contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of important qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial. If new debt is added to our anticipated debt levels, the related risks that we now face, including those described above, could intensify.

Repayment of our debt, including the notes, is dependent on cash flow generated by our subsidiaries.

      We are a holding company with no material assets other than the equity interests of our subsidiaries. Our subsidiaries conduct substantially all of our operations and own substantially all of our assets. Therefore, repayment of our indebtedness, including the notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Our subsidiaries may not be able to, or be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the notes. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the indenture governing the notes limits the ability of our subsidiaries to incur consensual

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restrictions on their ability to pay dividends or make other inter-company payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the notes.

Your right to receive payments on the notes is junior to our existing and future senior debt, and the guarantees of the notes are junior to all of the guarantors’ existing and future senior debt.

      The notes and the guarantees rank behind all of our and the guarantors’ existing and future senior indebtedness. As of September 30, 2005, the notes and the guarantees were subordinated to $41.8 million of senior debt, all of which represented borrowings under our bank credit facility. We are permitted to incur substantial other indebtedness, including senior debt, in the future.

      As a result of this subordination, upon any distribution to creditors of our property or the property of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding, the holders of our senior debt and the holders of the senior debt of the guarantors are entitled to be paid in full in cash before any payment may be made with respect to the notes or the guarantees. In addition, all payments on the notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked for up to 179 consecutive days in the event of specified non-payment defaults on designated senior debt. In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors, the indenture relating to the notes requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid instead to holders of senior debt until the holders of senior debt are paid in full. As a result, holders of the notes may not receive all amounts owed to them and may receive less, ratably, than holders of trade payables and other unsubordinated indebtedness.

Your right to receive payments on the notes is effectively subordinated to the rights of existing and future creditors of our subsidiaries that are not guarantors on the notes.

      Initially none of our U.K. subsidiaries is required to guarantee the notes. As a result, holders of the notes will be effectively subordinated to the indebtedness and other liabilities of these subsidiaries, including trade creditors. Therefore, in the event of the insolvency or liquidation of a U.K. subsidiary, following payment by that subsidiary of its liabilities, such subsidiary may not have sufficient remaining assets to make payments to us as a shareholder or otherwise. In the event of a default by any such subsidiary under any credit arrangement or other indebtedness, its creditors could accelerate such debt, prior to such subsidiary distributing amounts to us that we could have used to make payments on the notes.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could harm our business, financial condition and results of operations.

      Our ability to pay interest on and principal of the notes and to satisfy our other debt obligations principally will depend upon our future operating performance. As a result, prevailing economic conditions and financial, business and other factors, many of which are beyond our control, will affect our ability to make these payments.

      If we do not generate sufficient cash flow from operations to satisfy our debt service obligations, including payments on the notes, we may have to undertake alternative financing plans, such as refinancing or restructuring our indebtedness, selling assets, reducing or delaying capital investments or seeking to raise additional capital. Our ability to restructure or refinance our debt will depend on the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of existing or future debt instruments, including our credit agreement and the indenture governing the notes may restrict us from adopting some of these alternatives. Furthermore, neither affiliates of CapStreet nor affiliates of TA Associates (our two largest outside investors) has any obligation to provide us with debt or equity financing in the future. Our inability to generate sufficient cash flow to satisfy our

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debt service obligations, or to refinance our obligations on commercially reasonable terms, would have an adverse effect, which could be material, on our business, financial position, results of operations and cash flows, as well as on our ability to satisfy our obligations in respect of the notes.

The terms of our credit agreement and the indenture governing the notes may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions.

      Our credit agreement and the indenture governing the notes include a number of covenants that, among other things, restrict our ability to:

•  sell or transfer property or assets;

•  pay dividends on or redeem or repurchase stock;

•  merge into or consolidate with any third party;

•  create, incur, assume or guarantee additional indebtedness;

•  create certain liens;

•  make investments;

•  make certain restricted payments, including the payment of dividends;

•  engage in transactions with affiliates;

•  redeem or repurchase capital stock;

•  issue or sell preferred stock of restricted subsidiaries; and

•  enter into sale and leaseback transactions.

      In addition, we are required by our credit agreement to maintain specified financial ratios. As a result of these ratios, we are limited in the manner in which we conduct our business, and may be unable to engage in favorable business activities or finance future operations or capital needs. Accordingly, these restrictions may limit our ability to successfully operate our business and prevent us from fulfilling our obligations under the notes.

      A failure to comply with the covenants financial ratios could result in an event of default. In the event of a default under our credit agreement, the lenders could elect to declare all borrowings outstanding, together with accrued and unpaid interest and other fees, to be due and payable, to require us to apply all of our available cash to repay these borrowings or to prevent us from making debt service payments on the notes offered by this registration statement, any of which could result in an event of default under the indenture governing the notes. An acceleration of indebtedness under our credit agreement would also likely result in an event of default under the terms of any other financing arrangement we have outstanding at the time. If any or all of our debt were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full. If we are unable to repay outstanding borrowings under our bank credit facility when due, the lenders will have the right to proceed against the collateral securing such indebtedness. See “Description of Other Indebtedness” and “Description of the New Notes.”

The notes and the guarantees are not secured by our assets nor those of the guarantors, and the lenders under our credit agreement are entitled to remedies available to a secured lender, which gives them priority over you to collect amounts due to them.

      The notes and the guarantees will be our and the guarantors’ unsecured obligations. In contrast, our obligations outstanding under our credit agreement are secured by a perfected lien on, and a pledge of substantially all of our assets, including the stock of our subsidiaries. The notes will be effectively subordinated to this secured debt to the extent of the value of the collateral securing such debt. In addition, we may incur additional secured debt, and the notes will be effectively subordinated to any such additional secured debt we may incur to the extent of the value of the collateral securing such debt.

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      Because the notes and the guarantees will be unsecured obligations, the assets that secure our secured debt will be available to pay obligations on the notes only after all such secured debt has been repaid in full. Accordingly, your right of repayment may be compromised if any of the following situations occur:

•  we enter into bankruptcy, liquidation, reorganization, or other winding-up proceedings;

•  there is a default in payment under our credit agreement; or

•  there is an acceleration of any indebtedness under our credit agreement.

      If any of these events occurs, the secured lenders could sell those of our assets in which they have been granted a security interest, to your exclusion, even if an event of default exists under the indenture governing the Senior Notes at such time. As a result, upon the occurrence of any of these events, there may not be sufficient funds to pay amounts due on the notes.

We may not be able to repurchase the notes upon a change of control.

      The indenture governing the notes requires us to offer to repurchase some or all of the notes when certain change of control events occur. If we experience a change of control, you will have the right to require us to repurchase your notes at a purchase price in cash equal to 101% of the principal amount of your notes plus accrued and unpaid interest, if any. Our credit agreement provides that certain change of control events (including a change of control as defined in the indenture governing the notes) constitute a default. Any future credit agreement or other agreements relating to senior indebtedness to which we become a party may contain similar provisions. If we experience a change of control that triggers a default under our credit agreement, we could seek a waiver of such default or seek to refinance our credit agreement. In the event we do not obtain such a waiver or refinance our credit agreement, such default could result in amounts outstanding under our credit agreement being declared due and payable. In the event we experience a change of control that results in us having to repurchase the notes, we may not have sufficient financial resources to satisfy all of our obligations under our credit agreement and the notes. In addition, the change of control covenant in the indenture does not cover all corporate reorganizations, mergers or similar transactions and may not provide you with protection in a highly leveraged transaction. See “Description of Notes — Certain Covenants.”

The guarantees may not be enforceable because of fraudulent conveyance laws.

      Our existing and certain of our future subsidiaries will guarantee our obligations under the notes. Our issuance of the notes and the issuance of the guarantees by the guarantors may be subject to review under state and federal laws if a bankruptcy, liquidation or reorganization case or a lawsuit, including in circumstances in which bankruptcy is not involved, were commenced at some future date by, or on behalf of, our unpaid creditors or the unpaid creditors of a guarantor. Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a court may void or otherwise decline to enforce the notes or a guarantor’s guarantee, or subordinate the notes or such guarantee to our or the applicable guarantor’s existing and future indebtedness. While the relevant laws may vary from state to state, a court might do so if it found that when we issued the notes or when the applicable guarantor entered into its guarantee or, in some states, when payments became due under the notes or such guarantee, we or the applicable guarantor received less than reasonably equivalent value or fair consideration and either:

•  were insolvent or rendered insolvent by reason of such incurrence; or

•  were engaged in a business or transaction for which one of our or such guarantor’s remaining assets constituted unreasonably small capital; or

•  intended to incur, or believed that we or such guarantor would incur, debts beyond our or such guarantor’s ability to pay such debts as they mature.

      The court might also void the notes or a guarantee, without regard to the above factors, if the court found that we issued the notes or the applicable guarantor entered into its guarantee with actual intent to hinder, delay or defraud its creditors. In addition, any payment by us or a guarantor pursuant to the notes or

17

the guarantees could be voided and required to be returned to us, or such guarantor, or to a fund for the benefit of our or such guarantor’s creditors.

      A court would likely find that we, or a guarantor, did not receive reasonably equivalent value or fair consideration for the notes or such guarantee if we, or such guarantor, did not substantially benefit directly or indirectly from the issuance of the notes. Our anticipated use of proceeds, which includes the distribution of a substantial portion of the proceeds of the notes to our shareholders, could increase the risk of such a finding. If a court were to void the notes or a guarantee, you would no longer have a claim against us or the applicable guarantor, as the case may be. Sufficient funds to repay the notes may not be available from other sources, including the remaining guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from us or any guarantor, as the case may be.

      The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, we or a guarantor, as applicable, would be considered insolvent if:

•  the sum of our or such guarantor’s debts, including contingent liabilities, was greater than the fair saleable value of our or such guarantor’s assets; or

•  if the present fair saleable value of our or such guarantor’s assets were less than the amount than would be required to pay our or such guarantor’s probable liability on our or such guarantor’s existing debts, including contingent liabilities, as they become absolute and mature; or

•  we or such guarantor could not pay our or such guarantor’s debts as they become due.

      To the extent a court voids the notes or any of the guarantees as fraudulent transfers or holds the notes or any of the guarantees unenforceable for any other reason, holders of the notes would cease to have any direct claim against us or the applicable guarantor. If a court were to take this action, our or the applicable guarantor’s assets would be applied first to satisfy our or the applicable guarantor’s liabilities, if any, before any portion of its assets could be applied to the payment of the notes.

      Each guarantee will contain a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law, or may reduce the guarantor’s obligation to an amount that effectively makes the guarantee worthless.

If you do not properly tender your outstanding notes, you will continue to hold unregistered outstanding notes and your ability to transfer outstanding notes will be adversely affected.

      We will only issue new notes in exchange for outstanding notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding notes and you should carefully follow the instructions on how to tender your outstanding notes. Neither we nor the exchange agent is required to tell you of any defects or irregularities with respect to your tender of outstanding notes.

      If you do not exchange your outstanding notes for new notes pursuant to the exchange offer, the outstanding notes you hold will continue to be subject to the existing transfer restrictions. In general, you may not offer or sell the outstanding notes except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register outstanding notes under the Securities Act unless our registration rights agreement with the initial purchasers of the outstanding notes requires us to do so. Further, if you continue to hold any outstanding notes after the exchange offer is consummated, you may have trouble selling them because there will be fewer such notes outstanding.

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EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

      In connection with the issuance of the outstanding notes, we entered into a registration rights agreement. Under the registration rights agreement, we agreed to:

•  within 240 days after the original issuance of the outstanding notes on August 12, 2005, file a registration statement with the SEC with respect to a registered offer to exchange each outstanding note for a new note having terms substantially identical in all material respects to such note, except that the new note will not contain terms with respect to transfer restrictions;

•  use our reasonable best efforts to cause the registration statement to be declared effective under the Securities Act within 300 days after the original issuance of the outstanding notes;

•  promptly following the effectiveness of the registration statement, offer the new notes in exchange for surrender of the outstanding notes; and

•  keep the exchange offer open for not less than 30 days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders of the outstanding notes.

      We have fulfilled the agreements described in the first two of the preceding bullet points and are now offering eligible holders of the outstanding notes the opportunity to exchange their outstanding notes for new notes registered under the Securities Act. Holders are eligible if they are not prohibited by any law or policy of the SEC from participating in this exchange offer. The new notes will be substantially identical to the outstanding notes except that the new notes will not contain terms with respect to transfer restrictions, registration rights or additional interest.

      Under limited circumstances, we agreed to use our best efforts to cause the SEC to declare effective a shelf registration statement for the resale of the outstanding notes. We also agreed to use our best efforts to keep the shelf registration statement effective for up to two years after its effective date. The circumstances include if:

•  a change in law or in applicable interpretations thereof of the staff of the SEC does not permit us to effect the exchange offer; or

•  for any other reason the exchange offer is not consummated within 330 days from August 12, 2005, the date of the original issuance of the outstanding notes; or

•  any of the initial purchasers notify us following consummation of the exchange offer that outstanding notes held by it are not eligible to be exchanged for new notes in the exchange offer; or

•  certain holders are not eligible to participate in the exchange offer, or such holders do not receive freely tradeable securities on the date of the exchange.

      We will pay additional cash interest on the applicable outstanding notes, subject to certain exceptions:

•  if either this registration statement or, if we are obligated to file one, a shelf registration statement is not declared effective by the Commission by the date required,

•  if we fail to consummate the exchange offer prior to the date that is 330 days after August 12, 2005, or

•  after this registration statement or a shelf registration statement, as the case may be, is declared effective, such registration statement thereafter ceases to be effective or usable (subject to certain exceptions) (each such event referred to in the preceding clauses being a “registration default”);

from and including the date on which any such registration default occurs to but excluding the date on which all registration defaults have been cured.

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      The rate of the additional interest will be 0.25% per year for the first 90-day period immediately following the occurrence of a registration default, and such rate will increase by an additional 0.25% per year with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum additional interest rate of 1.0% per year. We will pay such additional interest on regular interest payment dates. Such additional interest will be in addition to any other interest payable from time to time with respect to the outstanding notes and the new notes.

      Upon the effectiveness of this registration statement, the consummation of the exchange offer, the effectiveness of a shelf registration statement, or the effectiveness of a succeeding registration statement, as the case may be, the interest rate borne by the notes from the date of such effectiveness or consummation, as the case may be, will be reduced to the original interest rate. However, if after any such reduction in interest rate, a different registration default occurs, the interest rate may again be increased pursuant to the preceding paragraph.

      To exchange your outstanding notes for transferable new notes in the exchange offer, you will be required to make the following representations:

•  any new notes will be acquired in the ordinary course of your business;

•  you have no arrangement or understanding with any person or entity to participate in the distribution of the new notes;

•  you are not engaged in and do not intend to engage in the distribution of the new notes;

•  if you are a broker-dealer that will receive new notes for your own account in exchange for outstanding notes, you acquired those notes as a result of market-making activities or other trading activities and you will deliver a prospectus, as required by law, in connection with any resale of such new notes; and

•  you are not our “affiliate,” as defined in Rule 405 of the Securities Act.

      In addition, we may require you to provide information to be used in connection with the shelf registration statement to have your outstanding notes included in the shelf registration statement and benefit from the provisions regarding additional interest described in the preceding paragraphs. A holder who sells outstanding notes under the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers. Such a holder will also be subject to the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such a holder, including indemnification obligations.

      The description of the registration rights agreement contained in this section is a summary only. For more information, you should review the provisions of the registration rights agreement that we filed with the SEC as an exhibit to the registration statement of which this prospectus is a part.

Resale of New Notes

      Based on no action letters of the SEC staff issued to third parties, we believe that new notes may be offered for resale, resold and otherwise transferred by you without further compliance with the registration and prospectus delivery provisions of the Securities Act if:

•  you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;

•  such new notes are acquired in the ordinary course of your business; and

•  you do not intend to participate in a distribution of the new notes.

      The SEC, however, has not considered the exchange offer for the new notes in the context of a no action letter, and the SEC may not make a similar determination as in the no action letters issued to these third parties.

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      If you tender in the exchange offer with the intention of participating in any manner in a distribution of the new notes, you

•  cannot rely on such interpretations by the SEC staff; and

•  must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

      Unless an exemption from registration is otherwise available, any security holder intending to distribute new notes should be covered by an effective registration statement under the Securities Act. This registration statement should contain the selling security holder’s information required by Item 507 of Regulation S-K under the Securities Act. This prospectus may be used for an offer to resell, resale or other retransfer of new notes only as specifically described in this prospectus. Only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives new notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge by way of the letter of transmittal that it will deliver a prospectus in connection with any resale of the new notes. Please read the section captioned “Plan of Distribution” for more details regarding the transfer of new notes.

Terms of the Exchange Offer

      Subject to the terms and conditions described in this prospectus and in the letter of transmittal, we will accept for exchange any outstanding notes properly tendered and not withdrawn prior to 5:00 p.m. New York City time on the expiration date. We will issue new notes in principal amount equal to the principal amount of outstanding notes surrendered under the exchange offer. Outstanding notes may be tendered only for new notes and only in integral multiples of $1,000.

      The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

      As of the date of this prospectus, $200,000,000 in aggregate principal amount of the outstanding notes are outstanding. This prospectus is being sent to DTC, the sole registered holder of the outstanding notes, and to all persons that we can identify as beneficial owners of the outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer.

      We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934 and the rules and regulations of the SEC. Outstanding notes whose holders do not tender for exchange in the exchange offer will remain outstanding and continue to accrue interest. These outstanding notes will be entitled to the rights and benefits such holders have under the indenture relating to the notes and the registration rights agreement.

      We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given oral or written notice of the acceptance to the exchange agent and complied with the applicable provisions of the registration rights agreement. The exchange agent will act as agent for the tendering holders for the purposes of receiving the new notes from us.

      If you tender outstanding notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connecting with the exchange offer. It is important that you read the section labeled “— Fees and Expenses” for more details regarding fees and expenses incurred in the exchange offer.

      We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

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Expiration Date

      The exchange offer will expire at 5:00 p.m. New York City time on                     2006, unless, in our sole discretion, we extend it.

Extensions, Delays in Acceptance, Termination or Amendment

      We expressly reserve the right, at any time or various times, to extend the period of time during which the exchange offer is open. We may delay acceptance of any outstanding notes by giving oral or written notice of such extension to their holders. During any such extensions, all outstanding notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange.

      In order to extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify the registered holders of outstanding notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

      If any of the conditions described below under “— Conditions to the Exchange Offer” have not been satisfied, we reserve the right, in our sole discretion

•  to delay accepting for exchange any outstanding notes,

•  to extend the exchange offer, or

•  to terminate the exchange offer,

by giving oral or written notice of such delay, extension or termination to the exchange agent. Subject to the terms of the registration rights agreement, we also reserve the right to amend the terms of the exchange offer in any manner.

      Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders of outstanding notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose such amendment by means of a prospectus supplement. The supplement will be distributed to the registered holders of the outstanding notes. Depending upon the significance of the amendment and the manner of disclosure to the registered holders, we will extend the exchange offer if the exchange offer would otherwise expire during such period.

Conditions to the Exchange Offer

      We will not be required to accept for exchange, or exchange any new notes for, any outstanding notes if the exchange offer, or the making of any exchange by a holder of outstanding notes, would violate applicable law or any applicable interpretation of the staff of the SEC. Similarly, we may terminate the exchange offer as provided in this prospectus before accepting outstanding notes for exchange in the event of such a potential violation.

      In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us the representations described under “— Purpose and Effect of the Exchange Offer,” “— Procedures for Tendering” and “Plan of Distribution” and such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to allow us to use an appropriate form to register the new notes under the Securities Act.

      We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions to the exchange offer specified above. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes as promptly as practicable.

      These conditions are for our sole benefit, and we may assert them or waive them in whole or in part at any time or at various times in our sole discretion. If we fail at any time to exercise any of these rights, this

22

failure will not mean that we have waived our rights. Each such right will be deemed an ongoing right that we may assert at any time or at various times.

      In addition, we will not accept for exchange any outstanding notes tendered, and will not issue new notes in exchange for any such outstanding notes, if at such time any stop order has been threatened or is in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture relating to the notes under the Trust Indenture Act of 1939.

Procedures for Tendering

      In order to participate in the exchange offer, you must properly tender your outstanding notes to the exchange agent as described below. It is your responsibility to properly tender your notes. We have the right to waive any defects. However, we are not required to waive defects and are not required to notify you of defects in your exchange.

      If you have any questions or need help in exchanging your notes, please call the exchange agent whose address and phone number are described in the section of the prospectus entitled “Where You Can Find More Information.”

      All of the outstanding notes were issued in book-entry form, and all of the outstanding notes are currently represented by global certificates held for the account of DTC. We have confirmed with DTC that the outstanding notes may be tendered using the Automated Tender Offer Program (“ATOP”) instituted by DTC. The exchange agent will establish an account with DTC for purposes of the exchange offer promptly after the commencement of the exchange offer and DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer their outstanding notes to the exchange agent using the ATOP procedures. In connection with the transfer, DTC will send an “agent’s message” to the exchange agent. The agent’s message will state that DTC has received instructions from the participant to tender outstanding notes and that the participant agrees to be bound by the terms of the letter of transmittal.

      By using the ATOP procedures to exchange outstanding notes, you will not be required to deliver a letter of transmittal to the exchange agent. However, you will be bound by its terms just as if you had signed it.

      There is no procedure for guaranteed late delivery of the notes.

Determinations Under the Exchange Offer

      We will determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes. Our determination will be final and binding. We reserve the absolute right to reject any outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defect, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of outstanding notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of outstanding notes will not be deemed made until such defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder as soon as practicable following the expiration date.

When We Will Issue New Notes

      In all cases, we will issue new notes for outstanding notes that we have accepted for exchange under the exchange offer only after the exchange agent receives, prior to 5:00 p.m., New York City time, on the expiration date,

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•  a book-entry confirmation of such outstanding notes into the exchange agent’s account at DTC; and

•  a properly transmitted agent’s message.

Return of Outstanding Notes Not Accepted or Exchanged

      If we do not accept any tendered outstanding notes for exchange or if outstanding notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged outstanding notes will be returned without expense to their tendering holder. Such non-exchanged outstanding notes will be credited to an account maintained with DTC. These actions will occur as promptly as practicable after the expiration or termination of the exchange offer.

Your Representations to Us

      By agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

•  any new notes that you receive will be acquired in the ordinary course of your business;

•  you have no arrangement or understanding with any person or entity to participate in the distribution of the new notes;

•  you are not engaged in and do not intend to engage in the distribution of the new notes;

•  if you are a broker-dealer that will receive new notes for your own account in exchange for outstanding notes, you acquired those notes as a result of market-making activities or other trading activities and you will deliver a prospectus, as required by law, in connection with any resale of such new notes; and

•  you are not our “affiliate,” as defined in Rule 405 of the Securities Act.

Withdrawal of Tenders

      Except as otherwise provided in this prospectus, you may withdraw your tender at any time prior to 5:00 p.m. New York City time on the expiration date. For a withdrawal to be effective you must comply with the appropriate procedures of DTC’s ATOP system. Any notice of withdrawal must specify the name and number of the account at DTC to be credited with withdrawn outstanding notes and otherwise comply with the procedures of DTC.

      We will determine all questions as to the validity, form, eligibility and time of receipt of notice of withdrawal. Our determination shall be final and binding on all parties. We will deem any outstanding notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

      Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be credited to an account maintained with DTC for the outstanding notes. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn outstanding notes by following the procedures described under “— Procedures for Tendering” above at any time on or prior to the expiration date.

Fees and Expenses

      We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitation by telegraph, telephone or in person by our officers and regular employees and those of our affiliates.

      We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

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      We will pay the cash expenses to be incurred in connection with the exchange offer. They include:

•  SEC registration fees;

•  fees and expenses of the exchange agent and trustee;

•  accounting and legal fees and printing costs; and

•  related fees and expenses.

Transfer Taxes

      We will pay all transfer taxes, if any, applicable to the exchange of outstanding notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer.

Consequences of Failure to Exchange

      If you do not exchange new notes for your outstanding notes under the exchange offer, you will remain subject to the existing restrictions on transfer of the outstanding notes. In general, you may not offer or sell the outstanding notes unless they are registered under the Securities Act, or if the offer or sale is exempt from the registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act.

Accounting Treatment

      We will record the new notes in our accounting records at the same carrying value as the outstanding notes. This carrying value is the aggregate principal amount of the outstanding notes less any bond discount, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer.

Other

      Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

      We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

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RATIOS OF EARNINGS TO FIXED CHARGES

      For purposes of determining the ratio of earnings to fixed charges, earnings are defined as our income from operations before income taxes and fixed charges (excluding the effects of any preferred stock dividends and related accretion expense). Fixed charges consist of interest expense on all indebtedness, amortization of debt issuance costs, the interest portion of lease payments, and preferred stock dividends and accretion expense. Earnings were insufficient to cover fixed charges by approximately $3.6 million for the year ended December 31, 2002 and $4.1 million for the year ended December 31, 2001.

											Nine Months
	Year Ended December 31,										Ended
											September 30,
	2004		2003		2002		2001		2000		2005
Ratio of earnings to fixed charges		1.3x		1.1x		—		—		3.8x		1.1x

      The pro forma effect of the refinancing of our existing term loans with the senior subordinated notes did not change our historical ratios of earnings to fixed charges for the nine months ended September 30, 2005 or the year ended December 31, 2004, by more than 10 percent. Accordingly, no pro forma ratios have been presented herein.

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USE OF PROCEEDS

      The exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the new notes in the exchange offer. In consideration for issuing the new notes as contemplated by this prospectus, we will receive outstanding notes in a like principal amount. The form and terms of the new notes are identical in all respects to the form and terms of the outstanding notes, except the new notes do not include certain transfer restrictions. Outstanding notes surrendered in exchange for the new notes will be retired and cancelled and will not be reissued. Accordingly, the issuance of the new notes will not result in any change in our outstanding indebtedness.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA OF CARDTRONICS, INC.

      The following selected historical consolidated financial and operating data should be read together with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes included elsewhere in this registration statement. The selected consolidated balance sheet data as of December 31, 2004 and 2003 and the selected consolidated statements of operations data for the years ended December 31, 2004, 2003 and 2002 have been derived from our audited consolidated financial statements included elsewhere in this registration statement. The balance sheet data as of December 31, 2002, 2001 and 2000, and the statements of operations data for the years ended December 31, 2001 and 2000 have been derived from our audited financial statements, which are not included in this registration statement. The selected consolidated balance sheet data as of September 30, 2005, and the selected consolidated statements of operations data for the nine months ended September 30, 2005 and 2004 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this registration statement. The selected consolidated balance sheet data as of September 30, 2004 has been derived from our unaudited condensed consolidated financial statements as of such date, which have not been included in this registration statement. The unaudited interim period financial information, in our opinion, includes all adjustments, which are normal and recurring in nature, necessary for a fair presentation for the periods shown. Results for the nine months ended September 30, 2005 are not necessarily indicative of the results to be expected for the full year. Historical results are not necessarily indicative of the results to be expected in the future.

															Nine Months
															Ended
			Years Ended December 31,												September 30,
			2004		2003		2002			2001			2000		2005		2004
															(unaudited)
			(in thousands)
Consolidated Statements of Operations:
Revenues:
	ATM operating revenues		$	182,711	$	101,950	$	59,183		$	33,868		$	15,751	$	191,731	$	125,169
	ATM product sales and other revenues(1)			10,204		8,493		9,603			11,220			10,283		7,457		5,772
		Total revenues		192,915		110,443		68,786			45,088			26,034		199,188		130,941
Cost of revenues:
	Cost of ATM operating revenues			143,504		80,286		49,134			29,121			11,960		148,528		98,211
	Cost of ATM product sales and other revenues			8,703		7,903		8,984			12,089			10,219		6,976		4,997
		Total cost of revenues (exclusive of depreciation shown separately below)		152,207		88,189		58,118			41,210			22,179		155,504		103,208
		Gross profit		40,708		22,254		10,668			3,878			3,855		43,684		27,733
Operating expenses:
	Selling, general and administrative expenses(2)(3)(4)			13,571		7,229		6,142			4,925			2,190		11,552		8,851
	Depreciation and accretion expense			6,785		3,632		1,650			957			528		8,530		4,257
	Amortization expense			5,508		3,842		1,641			554			—		5,689		4,092
		Total operating expenses		25,864		14,703		9,433			6,436			2,718		25,771		17,200
Income (loss) from operations				14,844		7,551		1,235			(2,558	)		1,137		17,913		10,533
Other expenses:
	Interest expense(5)			7,050		3,346		881			478			278		14,224		5,211
	Minority interest in subsidiary			19		—		—			—			—		17		9
	Other(6)			209		106		58			—			—		865		228
		Total other expenses		7,278		3,452		939			478			278		15,106		5,448
Income (loss) before income taxes				7,566		4,099		296			(3,036	)		859		2,807		5,085
Income tax provision (benefit)				2,956		1,511		154			(997	)		317		972		1,931
Income (loss) before cumulative effect of a change in accounting principle				4,610		2,588		142			(2,039	)		542		1,835		3,154
Cumulative effect of change in accounting principle for asset retirement obligations, net of related income tax benefit of $80(7)				—		134		—			—			—		—		—
Net income (loss)				4,610		2,454		142			(2,039	)		542		1,835		3,154
Preferred stock dividends and accretion expense(8)				2,312		2,089		1,880			741			—		1,328		1,709
Net income (loss) available to common stockholders			$	2,298	$	365	$	(1,738	)	$	(2,780	)	$	542	$	507	$	1,445

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																Nine Months
																Ended
	Years Ended December 31,															September 30,
	2004			2003			2002			2001			2000			2005			2004
																(unaudited)
	(in thousands, except ratios and numbers of ATMs)
Other Financial Data:
Ratio of earnings to fixed charges(9)		1.3	x		1.1	x		—			—			3.8	x		1.1	x		1.3x
Cash flows from operating activities	$	20,466		$	21,629		$	4,491		$	(1,929	)	$	(255	)	$	32,751		$	20,493
Cash flows from investing activities		(118,926	)		(29,663	)		(15,023	)		(7,496	)		(794	)		(133,344	)		(115,958	)
Cash flows from financing activities		94,318			10,404			10,741			12,066			1,184			101,883			95,915
Operating Data:
Total number of ATMs (at period end)		24,581			12,021			8,298			6,707			3,339			26,417			24,803
Total transactions		111,577			64,605			36,212			19,865			8,622			115,152			76,712
Total surcharge transactions		82,087			48,778			28,978			16,027			7,400			79,943			56,733

															As of
	As of December 31,														September 30,
	2004			2003			2002			2001			2000		2005			2004
															(unaudited)
				(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	1,412		$	5,554		$	3,184		$	2,975		$	333	$	2,517		$	6,004
Total assets		195,309			64,434			34,840			25,373			8,864		340,506			184,759
Total long-term debt, including current portion		128,541			31,371			18,475			8,620			2,373		243,567			130,041
Preferred stock(10)		23,634			21,322			19,233			15,453			—		76,263			23,031
Total stockholders’ equity (deficit)		(2,164	)		(6,959	)		(8,909	)		(7,065	)		2,094		(49,173	)		(4,105	)

(1)	ATM product sales and other revenues consist primarily of revenues from the sale of equipment to our merchant-owned customer base and our associate value added resellers, or VARs, as well as other miscellaneous non-transaction based revenues.
(2)	Reflects a stock compensation charge in 2001 of $1.5 million after taxes related to the vesting of all stock options in connection with changes in our ownership structure.
(3)	Reflects non-cash stock compensation charges of $0.4 million and $0.8 million for the nine months ended September 30, 2005 and 2004, respectively, and $0.9 million and $1.6 million for the years ended December 31, 2004 and 2003, respectively, related to a restricted stock grant made to our chief executive officer in 2003 and certain options granted in 2004. Additionally, the 2004 full year results include a one-time bonus of $1.8 million made to our chief executive officer related to the tax liability associated with such restricted stock grant. See note 4 to our consolidated financial statements.
(4)	Reflects the write-off in 2004 of approximately $1.8 million in costs associated with our terminated initial public offering and related costs.
(5)	Reflects the amortization and write-off of $2.9 million and $1.7 million in financing costs associated with the amendment of our bank credit facilities during the years ended December 31, 2004 and 2003, respectively. Additionally, reflects the amortization and write-off of financing costs of $4.3 million during the nine months ended September 30, 2005 related to the amendment of our bank credit facilities in May 2005 and the issuance of our senior subordinated notes in August 2005, and the amortization and write-off of financing costs of $2.8 million during the nine months ended September 30, 2004 related to the amendment of our bank credit facility in June 2004.
(6)	Other primarily consists of losses on the sale or disposal of assets.
(7)	Reflects the effect of our adoption of SFAS No. 143. See note 1(m) to our consolidated financial statements.
(8)	Reflects non-cash dividends on our Series A Preferred Stock, which was redeemed in February 2005. Subsequent to the redemption of the Series A Preferred Stock, the amount reflects the accretion of the Series B Preferred Stock issuance costs.
(9)	For purposes of determining the ratio of earnings to fixed charges, earnings are defined as our income from operations before income taxes and fixed charges (excluding the effects of any preferred stock dividends and related accretion expense). Fixed charges consist of interest expense on all indebtedness, amortization of debt issuance costs, the interest portion of lease payments, and preferred stock dividends and accretion expense. Earnings were insufficient to cover fixed charges by approximately $3.6 million for the year ended December 31, 2002 and $4.1 million for the year ended December 31, 2001. The pro forma effect of the refinancing of our existing term loans with the senior subordinated notes did not change our historical ratios of earnings to fixed charges for the nine months ended September 30, 2005 or the year ended December 31, 2004, by more than 10 percent. Accordingly, no pro forma ratios have been presented herein.

(10)  The amount reflected on our balance sheet is shown net of issuance costs of $1.7 million as of September 30, 2005. The aggregate redemption price for the preferred stock was approximately $78.0 million as of September 30, 2005.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      You should read the following discussion together with the financial statements and the related notes included elsewhere in this registration statement. This discussion contains forward-looking statements that are based on management’s current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors, including those we discuss under “Risk Factors” and elsewhere in this registration statement.

Overview

      We operate a network of over 26,000 ATMs operating in all 50 states and within the United Kingdom. Our extensive ATM network is strengthened by multi-year contractual relationships with a wide variety of nationally and internationally known merchants pursuant to which we operate ATMs in their locations.

ATM Management Programs

      We deploy ATMs under two distinct arrangements with our merchant partners:

•  Company-owned. Under a company-owned arrangement, we own or lease the ATM and are responsible for controlling substantially all aspects of its operation. These responsibilities include what we refer to as first line maintenance, such as replacing paper, clearing paper or bill jams, resetting the ATM and any telecommunications and power issues or other maintenance that do not require a trained service technician. We are also responsible for what we refer to as second line maintenance, or more complex maintenance procedures that require trained service technicians and often involve replacing component parts. In addition to first and second line maintenance, we are responsible for arranging for cash, cash loading, supplies, telecommunications service and all other services required for the operation of the ATM, other than electricity. We typically pay a fee, either periodically, on a per-transaction basis or a combination of both, to the merchant on whose premises the ATM is physically located. We operate a limited number of our company-owned ATMs on a merchant-assisted basis. In these arrangements, we own or lease the ATM and provide all transaction processing services, but the merchant generally is responsible for providing and loading cash for the ATM and first line maintenance. Typically, we deploy ATMs under company-owned arrangements for our national and regional merchant customers, such as Amerada Hess, BP Amoco, Chevron, Circle K, Costco, CVS Pharmacy, Duane Reade, ExxonMobil, Mills Malls, Sunoco, Target and Walgreens in the United States, and Alfred Jones, Co-Op, Mitchells & Butlers, the U.K. Post Office, Tates and Tesco in the United Kingdom. Because company-owned locations are controlled by us, are usually located in major national chains, and are thus more likely candidates for additional sources of revenue such as bank branding, company-owned locations generally offer higher transaction volumes and greater profitability, which we consider necessary to justify the upfront capital cost of installing such machines. As of September 30, 2005, we operated approximately 11,728 ATMs under company-owned arrangements.

•  Merchant-owned. Under a merchant-owned arrangement, the merchant owns the ATM and is responsible for its maintenance and most of the operating costs. We typically provide all transaction processing services and, in some cases, retain responsibility for providing and loading cash. We typically operate ATMs with our independent merchant customers under merchant-owned arrangements. A merchant who purchases an ATM from us is responsible for providing cash for the ATM and all maintenance. The merchant is also responsible for cash loading, supplies, telecommunication and electrical services. Under these arrangements, we sometimes retain responsibility for second line maintenance for an additional fee, and we provide all transaction processing services. Because the merchant bears more of the costs associated with operating ATMs under this arrangement, the merchant typically receives a higher fee on a per-transaction basis than is the case under a company-owned arrangement. In a limited number of our merchant-owned arrangements, we have assumed responsibility for providing and loading cash. Accordingly, under

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these arrangements, the merchant receives a smaller fee on a per-transaction basis than in the typical merchant-owned arrangement. As of September 30, 2005, we operated approximately 14,689 ATMs under merchant-owned arrangements.

      In the future, we expect the percentage of our company-owned and merchant-owned arrangements will continue to fluctuate in response to the mix of ATMs we add through internal growth and acquisitions. While we may continue to add merchant-owned ATMs to our network as a result of acquisitions, our focus for internal growth will remain on expanding the number of company-owned ATMs in our network.

      The table below reflects the split of our revenues and gross profit amounts between company-owned and merchant-owned ATMs, for the years ended December 31, 2004 and 2003, and for the nine months ended September 30, 2005.

						Nine Months
		Years Ended				Ended
		December 31,				September 30,
		2004		2003		2005
Company-owned:
	Revenues		55%		61%		53%
	Gross profit		68%		73%		66%
Merchant-owned:
	Revenues		45%		39%		47%
	Gross profit		32%		27%		34%

      As noted in the table above, the percentage of our total revenues and gross margin attributable to merchant-owned arrangements increased in 2004 (with a corresponding decrease in the percentage of our total revenues and gross margin attributable to company-owned arrangements) due to the large number of merchant-owned ATMs we acquired in the E*TRADE Access acquisition. The further decline in the percentage of our total revenues and gross margin attributable to company-owned arrangements during the nine months ended September 30, 2005 was due to the fact that the results for the year ended December 31, 2004 only reflect the effects of the E*TRADE Access acquisition for the last six months of the year, thus diluting the impact of the acquired merchant-owned ATMs on the entire year’s results. We expect that the above trend will begin to reverse in 2006 due to our Bank Machine acquisition and the two acquisitions consummated in March and April 2005, which were primarily comprised of company-owned ATMs, and as a result of the continued expected growth in our existing company-owned merchant portfolio base.

      We have generally experienced very little turnover among our customers with whom we typically enter into company-owned arrangements. We have historically been very successful in negotiating contract renewals with these customers and have not renewed only two of our 50 most significant merchant contracts over the past four years. Additionally, we have experienced some turnover among our smaller merchant customers operating under merchant-owned arrangements. However, these losses have historically been partially offset by the addition of other similar customers, with the level of ATMs operated under these arrangements trending downward slightly (excluding the effects of acquisitions). In each year prior to 2003, we experienced an increase in the number of ATMs operated under merchant-owned arrangements. However, in 2003, excluding the effect of acquisitions, we experienced a net loss of approximately 3.5% of our ATMs operated under merchant-owned arrangements. This net loss primarily reflected the loss of ATMs with monthly transaction volumes significantly lower than the average for all ATMs operated under similar arrangements, a situation that often indicates an ATM is no longer economically feasible for the owner to operate. In addition, this net loss also reflects our reduction in sales and marketing efforts directed at placing ATMs under these types of arrangements in favor of increasing our focus on company-owned accounts and acquisitions of existing portfolios of ATMs. For the year ended December 31, 2004, and without giving effect to our E*TRADE Access acquisition, we experienced a net loss of less than 2.5% of our ATMs operated under merchant-owned arrangements, generally due to circumstances similar to those described for prior periods. If we continue to acquire primarily ATMs operated under company-owned arrangements, this downward trend in the absolute number of ATMs operated under these types of merchant-owned arrangements may continue. However, we

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have recently implemented an internal initiative to analyze our merchant-owned arrangements in an attempt to reduce the amount of turnover associated with such accounts. However, because such initiative was just implemented, we cannot accurately predict the results of such efforts and whether the initiative will be successful in reducing the aforementioned downward trend.

Components of Revenues, Cost of Revenues and Expenses

      Revenues. We derive our revenues primarily from providing ATM services and, to a lesser extent, from our branding arrangements and our sales of ATM equipment. Our revenues from ATM services have increased rapidly in recent years due to the acquisitions we completed since 2001, as well as through internal expansion of our existing and acquired ATM networks.

      In our consolidated statements of operations, we present revenues from ATM services and branding arrangements as “ATM operating revenues.” These revenues include the fees we earn per transaction completed on our network and fees we generate from network and bank branding arrangements. We present revenues from the sale of ATMs and other non-transaction based revenues as “ATM product sales and other revenues.” These revenues consist primarily of sales of ATMs and related equipment to merchants operating under merchant-owned arrangements, as well as sales under our value added reseller (“VAR”) program with NCR.

      Our ATM operating revenues primarily consist of the three following components: surcharge revenue, interchange revenue and branding revenue. The following table sets forth information on our surcharge and interchange revenues per surcharge-bearing transaction and on our interchange revenues per total transaction. The following table also includes pro forma information that gives effect to our E*TRADE Access and Bank Machine acquisitions as if they had occurred on January 1, 2004. Total transactions represents all transactions made at our ATMs, including transactions on which we do not earn surcharge revenue but do earn varying amounts of interchange revenue, such as balance inquiries, fund transfers, transactions on ATMs included in surcharge-free networks and branded ATMs, and some denials.

												Pro Forma
		Year Ended						Nine Months		Pro Forma		Nine Months
		December 31,						Ended		Year Ended		Ended
								September 30,		December 31,		September 30,
		2004		2003		2002		2005		2004		2005
Per surcharge-bearing transaction:
	Surcharge revenue	$	1.53	$	1.43	$	1.42	$	1.69	$	1.67	$	1.73
	Interchange revenue		0.63		0.60		0.57		0.62		0.60		0.61
Per total transaction:
	Interchange revenue		0.46		0.45		0.46		0.43		0.43		0.42

•  Surcharge revenue. A surcharge fee represents a convenience fee paid by the cardholder for making a cash withdrawal from an ATM. Surcharge fees are most typically associated with cash withdrawal transactions and generally are not generated by balance inquiries, fund transfers and, in some cases, cash withdrawals from ATMs from which we earn branding revenues. Surcharge fees often vary by the type of arrangement under which we place our ATMs. Our transaction surcharges averaged approximately $1.53 per surcharge-bearing transaction during the year ended December 31, 2004 ($1.67 on a pro forma basis for the E*TRADE Access and Bank Machine acquisitions), and approximately $1.43 during the year ended December 31, 2003. Our transaction surcharges averaged approximately $1.69 per surcharge-bearing transaction during the nine months ended September 30, 2005 ($1.73 on a pro forma basis for the Bank Machine acquisition). Surcharge fees can vary widely based on the location of the ATM and the nature of the contracts negotiated with our merchants. Furthermore, surcharge fees in the United Kingdom are typically higher than the surcharge fees received in the U.S. Accordingly, we expect that our surcharge fees per surcharge-bearing transaction will increase slightly in the near term as a result of the Bank Machine acquisition. Longer term, we

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	expect that surcharge fees per surcharge-bearing transaction will vary depending upon negotiated surcharge fees at newly deployed ATMs and future negotiations with existing merchant partners, and our ongoing efforts to improve profitability through improved pricing.
•	Interchange revenue. An interchange fee is a fee paid by the cardholder’s financial institution for the use of the applicable electronic funds transfer, or EFT, network that transmits data between the ATM and the cardholder’s financial institution in connection with any ATM transaction, including balance inquiries, transfers and surcharge-free transactions, including those under branding arrangements. We receive a portion of the interchange fee paid to the EFT network. In the U.S., interchange fees are earned not only on cash withdrawal transactions, but also on other ATM transactions such as balance inquiries and fund transfers. In the United Kingdom, interchange fees are earned on all ATM transactions other than surcharge-bearing cash withdrawals. Interchange fees are set by the EFT networks and vary according to EFT network arrangements with financial institutions, as well as the type of transaction. Interchange fees are typically lower for balance inquiries and fund transfers and higher for withdrawals. For the year ended December 31, 2004, we received $51.7 million in interchange fees ($68.8 million on a pro forma basis for the E*TRADE Access and Bank Machine acquisitions). For the year ended December 31, 2003, we received $29.1 million in interchange fees. For the nine months ended September 30, 2005, we received $49.4 million in interchange fees ($50.6 million on a pro forma basis for the Bank Machine acquisition). Interchange fees per surcharge-bearing transaction increased in 2003 and 2004 due to the increase in the number of transactions on ATMs included in surcharge-free networks and branded ATMs, which generate interchange fees, but do not generate surcharge fees and, as a result, are not included in the number of surcharge-bearing transactions. However, on a pro forma basis, interchange fees per surcharge-bearing transaction were slightly lower in 2004 and 2005 (when compared to the corresponding historical amounts for the same periods), due to the fact that interchange fees in the United Kingdom are only earned on non surcharge-bearing transactions, as previously discussed. We believe that our future interchange fees per surcharge-bearing transaction will be consistent with the pro forma amounts reflected above. On an absolute basis we expect that our interchange fees will decrease slightly in the future due to the fact that certain ATM processing networks adjusted their interchange rates downward in 2005. We currently estimate that such reduction will average approximately $50,000 per month during 2006 and approximately $25,000 per month thereafter.
•	Branding revenue. We generate branding revenue in a variety of ways. We allow financial institutions to place signage on, or brand, our ATMs. Under this arrangement, we allow the branding financial institution’s customers to use branded ATMs without paying a surcharge fee. In exchange, the branding financial institution pays us a fixed monthly fee per branded ATM. We believe that this type of branding arrangement will typically result in an increase in transaction levels at the branded ATMs as existing customers continue to use the ATMs and new customers of the branding financial institution are attracted by the surcharge-free service. We also believe that having a major bank brand on an ATM leads to increased surchargable transactions from customers other than those of the branding bank.

We also generate branding revenue from the ATMs we include in a nationwide surcharge-free ATM alliance of which we are the largest member and owner (effective December 21, 2005). Under this arrangement, cardholders of the institutions that are members of the alliance use our ATMs included in the alliance free of surcharge fees in exchange for a payment to us of a fixed monthly fee per cardholder, which is paid by such cardholder’s financial institution. Fees paid for branding an ATM vary widely within our industry, as well as within our own operations. We expect that this variance in branding fees will continue in the future, but, because our strategy is to set branding fees at least sufficient to offset lost surcharge revenue, we do not expect any such variance to cause a decrease in our total revenues. However, because we have only recently begun to enter into branding arrangements, we are currently unable to meaningfully quantify this anticipated offset to lost surcharge revenue.

      The profitability of any particular ATM location, and of our entire ATM services operation, is driven by a combination of surcharge, interchange and branding revenues, as well as the level of our related costs.

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Accordingly, material changes in our average surcharge fee or average interchange fee may be offset by branding or other ancillary revenues, or by changes in our cost structure. Because a variance in our average surcharge fee or our average interchange fee is not necessarily indicative of a commensurate change in our profitability, you should consider these measures only in the context of our overall financial results.

      Our other revenues are primarily comprised of revenues from the sale of ATMs and related equipment to merchant customers operating under merchant-owned arrangements and associate VARs, and other non transaction-based revenues. While we expect to continue to derive a portion of our revenues from direct sales of ATMs in the future, we expect that this source of revenue will continue to decrease slightly as a percentage of our total revenues in future periods.

      Cost of revenues. Our cost of revenues associated with ATM transactions completed on our ATM network includes:

•  Merchant fees. We pay our merchants a fee that depends on a variety of factors, including the type of arrangement under which the ATM is placed and the number of transactions at that ATM.

•  Processing fees. We pay fees to third-party vendors for processing transactions originated at our ATMs. These vendors, which include Star Systems, Fiserv, Inc. and Genpass, communicate with the cardholder’s financial institution through EFT networks to gain transaction authorization and to settle transactions.

•  Cost of cash. Cost of cash includes all costs associated with the provision of cash by us for ATMs, including fees for the use of cash, armored courier services, insurance, cash reconciliation and associated wire fees. Changes in interest rates could affect our cost of cash, though we have entered into a number interest rate swap transactions to hedge our exposure through 2007 on approximately two-thirds of our current outstanding domestic ATM cash balances.

•  Communications. Under our company-owned arrangements, we are responsible for expenses associated with providing telecommunications capabilities to the ATMs, allowing the ATMs to connect with the applicable EFT network.

•  Repairs and maintenance. Depending on the type of arrangement with the merchant, we may be responsible for first and/or second line maintenance for the ATM. We typically manage the provision of these services by third parties with national operations. Our primary maintenance vendors are Diebold, NCR and EFMARK.

•  Direct operations. These expenses consist of costs associated with managing our ATM network, including expenses for program managers, technicians and customer service representatives.

•  Cost of equipment revenue. In connection with the sale of equipment to merchants and VARs, we incur costs associated with purchasing equipment from manufacturers, as well as delivery and installation expenses.

      We define variable costs as those incurred on a per transaction basis. Processing fees and the majority of merchant fees fall under this category. Processing fees and merchant fees accounted for approximately 61% of our cost of ATM revenues in 2004. Therefore, we estimate that approximately 39% of our cost of ATM revenues is generally fixed in nature, meaning that any significant decrease in transaction volumes would lead to a decrease in the profitability of our ATM service operations, unless there were an offsetting increase in per-transaction revenues. See “Results of Operations” below for additional information.

      Our indirect operating expenses include general and administrative expenses related to administration, salaries, benefits, advertising and marketing, depreciation of the ATMs we own, amortization of our acquired merchant contracts, and interest expense related to borrowings under our bank credit facility and our senior subordinated notes. We depreciate our capital equipment on a straight-line basis over the estimated life of such equipment and amortize the value of acquired merchant contracts over the estimated lives of such assets. Because we repaid certain of our lower interest rate bank credit facilities with the net proceeds received under

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the higher interest rate senior subordinated notes offering in August 2005, our overall level of interest expense will increase in the future. See “— Liquidity and Capital Resources.”

Acquisitions

      Since May 2001, we have acquired 12 ATM networks and one operator of a surcharge-free ATM alliance. Prior to our E*TRADE Access acquisition, we acquired only assets consisting of ATMs and, in certain cases, contractual rights to place and operate ATMs in certain locations. In our E*TRADE Access acquisition, we acquired approximately 13,155 ATMs and related placement agreements, vendor agreements, operating software relating to the E*TRADE Access ATMs and E*TRADE Access’s interest in a joint venture. We also assumed certain liabilities and contingencies related to the operations of E*TRADE Access. In addition, we hired four employees from E*TRADE Access and agreed to maintain the E*TRADE Access brand on approximately 8,900 of the acquired ATMs until June 30, 2006.

      With respect to the Bank Machine acquisition, we acquired the entire company, including the related ATMs and underlying placement agreements as well as the entire infrastructure associated with the business. Additionally, as part of this acquisition, we retained Bank Machine’s existing employee base of approximately 50 employees, including Bank Machine’s existing senior management team, who became shareholders in Cardtronics.

      In addition to the above, we also acquired two domestic ATM networks in March and April of 2005, totaling approximately 805 ATMs and related placement agreements, for an aggregate cost of approximately $17.2 million in cash. Furthermore, in December 2005, we acquired all of the outstanding shares of ATM National, Inc., the owner and operator of a nationwide surcharge-free ATM alliance. The consideration for such acquisition totaled $4.4 million, and was comprised of $2.6 million in cash and 21,111 shares of our common stock. Additionally, we agreed to assume approximately $1.3 million in liabilities associated with such acquisition. Furthermore, the merger agreement allows for the issuance of up to 10,000 additional shares of our common stock within 105 days of the closing date based on the occurrence of certain events.

      We have historically funded our acquisitions through a combination of borrowings under our credit facilities, capital contributions from our equity investors and cash generated from operations. Other than in our Bank Machine and our E*TRADE Access acquisitions, we have not acquired any legal entities and generally do not assume employees, physical facilities, sales forces or trade names. As of the date of this registration statement, excluding the Bank Machine acquisition, all supporting activities, including supply of cash, communications, network processing services, maintenance services, customer service, sales and administration, have been changed to our operating platform and service providers subsequent to the closing of the transaction. With respect to the Bank Machine acquisition, Bank Machine’s existing operating platform is expected to remain intact and serve as a platform for future growth within the United Kingdom and possibly Europe.

      Once we purchase a portfolio of ATMs and merchant contracts and integrate them into our operating platform, operating expenses are typically reduced, thus enhancing the profitability of the portfolio. Our ability to reduce operating expenses and improve ATM profitability is largely the result of the better pricing terms we enjoy from our service providers. For example, in connection with an acquisition in 2003, we were able to reduce the cost of communications service for the acquired ATMs by approximately 83% when we transitioned the ATMs to a different communications configuration with our existing communications service provider. Additionally, in connection with our acquisitions in 2003, we were able to reduce our processing costs at the time of closing by amounts ranging from 3.6% to 42.5%. As of December 31, 2004, processing costs on ATMs from the same acquisitions had been reduced by amounts ranging from 39.3% to 72.5% as a result of additional improvements in pricing under our transaction processing agreement.

      Similarly, in connection with our E*TRADE Access acquisition in 2004, we have been able to reduce operating expenses associated with the acquired operations in a number of areas, including:

•  The transfer of cash management and vault cash services for approximately 2,500 ATMs to our preferred cash management and vault cash providers;

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•  The transfer of maintenance services for approximately 10,000 E*TRADE Access ATMs from the existing provider to our preferred maintenance service provider;

•  The transfer of processing services for approximately 1,600 ATMs to our preferred service provider; and

•  The transfer of armored car service used in the transportation of cash for approximately 1,000 ATMs to our preferred service provider.

      The majority of the above cost savings initiatives were implemented during 2004, and we expect to complete the remaining initiatives by early 2006.

      As previously discussed, the existing platform associated with the Bank Machine acquisition will largely remain intact subsequent to the acquisition due to the geographic disparities between the acquired platform and our existing domestic platform. Accordingly, the opportunities to reduce operating expenses by converting the acquired platform to our operating platform are expected to be more limited than what we have experienced historically with our domestic acquisitions.

      In addition to changes in operating expenses as discussed above, the revenues produced by the acquired ATM portfolios may also change as we alter the mix between surcharge, interchange and branding arrangements with our merchant clients and financial sponsors. For example, if we are successful in negotiating branding arrangements for some of our acquired ATMs, there may be a shift in the revenue mix between surcharge revenue, interchange revenue and branding revenue. Under a branding arrangement, we do not charge surcharge fees to the branding financial institution’s customers. On the other hand, total withdrawal transactions at the branded ATMs typically increase, as existing customers continue to use the ATMs and new customers of the branding financial institution are attracted by the surcharge-free service. Accordingly, we typically expect interchange revenue to increase since we receive interchange fees on all withdrawal transactions. In addition, we would also receive a negotiated branding fee.

      Our acquisitions have significantly increased the size of our operations over the periods discussed in “Results of Operations” below and, accordingly, fundamentally affect the comparability of our results of operations for the periods discussed in this discussion and analysis. For example, revenues increased from $26.0 million in 2000 to $192.9 million in 2004, while our gross profit increased from $3.9 million to $40.7 million over the same period. Moreover, because we completed the E*TRADE Access acquisition on June 30, 2004 and the Bank Machine acquisition on May 17, 2005, the impact of these acquisitions is not fully reflected in our historical operating results. The addition of approximately 13,155 ATMs from the E*TRADE Access acquisition has had a significant effect on our results of operations, and we expect the Bank Machine acquisition of approximately 1,000 ATMs in the United Kingdom will have a significant effect going forward. Information with respect to the pro forma impact of the E*TRADE Access and Bank Machine acquisitions on our prior financial periods can be evaluated by reviewing the pro forma condensed consolidated financial information and the historical consolidated financial information of the E*TRADE Access and Bank Machine ATM businesses included elsewhere in this registration statement. These and any future acquisitions will continue to affect our results of operations.

      Consistent with our business strategy, we engage from time to time in discussions with potential sellers regarding the possible purchase by us of their ATM portfolios. Such acquisition efforts may involve participation by us in processes that have been made public, involve a number of potential buyers and are commonly referred to as “auction” processes, as well as situations where we believe we are the only party or one of a limited number of potential buyers in negotiations with the potential seller. These acquisition efforts could involve assets which, if acquired, would have a material effect on our financial condition and results of operations. We can give no assurance that our current or future acquisition efforts will be successful or that any such acquisition will be completed on terms considered favorable to us. We have set forth below a summary of our acquisition activity from May 2001 through December 2003. After acquiring a network of ATMs, we track its growth and operating performance on a stand-alone basis, as well as on a consolidated basis with our results as a whole. We believe this information is helpful in understanding the effect of these

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acquisitions on our growth, as well as the growth experienced through increased deployment of ATMs with the acquired merchant base in each of these ATM networks following its acquisition and integration.

		Number of ATMs
				As of
		At Closing		September 30, 2005		Increase
2001 Acquisitions			878		1,210		332
2002 Acquisitions			1,195		1,390		195
2003 Acquisitions			3,689		4,465		776
	Total		5,692		7,065		1,303

      The following table reflects the results of the E*TRADE Access portfolio that was acquired in June 2004.

	Number of ATMs
			As of
	At Closing		September 30, 2005		Decrease
Total		13,155		11,899		(1,256	)

      As noted above, the number of ATMs we acquired as part of the E*TRADE Access acquisition has decreased by 1,256 machines. This decrease was due to the loss of merchant-owned accounts primarily as a result of our efforts to eliminate certain underperforming contracts and locations from the acquired portfolio. Additionally, a number of merchant-owned contracts expired during the first six months after the acquisition, and were not renewed at the discretion of one or both parties. Because the portfolio acquired from E*TRADE Access was primarily comprised of merchant-owned accounts, we believe such contract attrition rates are unique to this portfolio (relative to our past acquisitions).

Acquisition Valuation

      We value acquisitions based on historical and expected cash flow and the remaining terms of merchant contracts rather than the number of ATMs or a benchmark value per ATM. ATMs at different locations vary significantly in terms of transaction volume and cash flow. The equipment is in some cases owned by the merchant and in others by the seller. As a result, the purchase price per ATM we pay and the allocation of consideration between equipment and intangibles varies from acquisition to acquisition.

Industry Trends

      During the three months ended March 31, 2005 and June 30, 2005, total domestic transaction revenues (including surcharge, interchange and branding fees) declined by approximately 2.7% and 2.4%, respectively (versus prior year levels) for our ATMs that were transacting throughout the same periods in both 2005 and 2004. We attribute such declines to a number of factors, including (i) the increased use of debit cards as a means of payment, (ii) an increase in free “cash back” point-of-sale transactions, and (iii) increased competition associated with the increased number of off-premise, surcharging ATMs within the United States. However, during the three months ended September 30, 2005, total domestic transaction revenues were essentially flat when compared to the prior year for ATMs that were transacting throughout the same periods in both years.

      While the results for the most recent quarter are encouraging and appear to indicate that the gradual decline experienced during the first two quarters has slowed, it is too soon to draw a conclusion with respect to whether the gradual decline experienced during the first two quarters has in fact ended. However, there are a number of factors that could help to mitigate the potential negative impact on our financial results if such a trend were to continue, including (i) increasing surcharge rates in selected accounts to help offset the potential decline in transaction revenues, (ii) continued growth in our network and bank branding initiatives, which tend to increase transactions at branded locations and for which we receive a fee from the network or

37

branding bank in lieu of a surcharge fee, (iii) implementing certain operating cost savings initiatives for selected accounts, and (iv) the development and deployment of new products and features within selected merchant accounts. It appears that a combination of higher surcharge rates in selected accounts and the continued growth in our network and bank branding initiatives were the primary reasons behind the improvement seen in the year-over-year comparative transaction revenues during the third quarter. However, if the downward transaction trend seen during the first two quarters of this year resumes, and we are unsuccessful in our attempts to mitigate the impact of such trend, as outlined above, our transaction revenues may continue to decline in the future.

Recent Events

Financing Transactions

      In connection with the acquisition of Bank Machine in May 2005, we replaced our existing bank credit facility with new facilities provided by BNP Paribas and Bank of America, N.A. Such facilities were comprised of (i) a revolving credit facility of up to $100.0 million, (ii) a first lien term facility of up to $125.0 million, and (iii) and a second lien term facility of up to $75.0 million. Borrowings under the facilities were utilized to repay our existing bank credit facility in full and to fund the acquisition of Bank Machine. As of September 30, 2005, the first and second lien term facilities were fully repaid, as discussed below, and approximately $41.8 million was outstanding under the new revolving credit facility.

      On August 12, 2005, we sold $200.0 million in senior subordinated notes pursuant to Rule 144A of the Securities Act of 1933, and utilized the net proceeds from such offering, along with approximately $7.1 million in borrowings under our new revolving credit facility, to repay all of the outstanding borrowings under our recently executed first and second lien term loan facilities, including all accrued and unpaid interested related thereto. Additionally, the revolving credit facility was increased to a maximum borrowing capacity of $150.0 million immediately following this transaction. See “Liquidity and Capital Resources” included elsewhere in this registration statement.

Winn-Dixie Bankruptcy

      On February 21, 2005, Winn-Dixie, a merchant customer with which we had approximately 849 ATMs deployed as of June 30, 2005, and which accounted for approximately 2.4% of our total revenues for the six months ended June 30, 2005, filed for bankruptcy protection. As part of its bankruptcy restructuring efforts, Winn-Dixie announced that it was planning to close approximately 326 of its existing 913 stores. Of the 326 locations identified for closure by Winn-Dixie, approximately 307 were locations in which we had deployed ATMs. Accordingly, during the months of July and August 2005, all 307 ATMs were deinstalled from those locations, leaving us with approximately 542 remaining operating locations as of September 30, 2005.

      We are contractually obligated to pay certain lease payments for 279 of the ATMs that have been deinstalled, with such leases expiring at varying dates between November 30, 2005 and December 31, 2007. The estimated undiscounted amount of the remaining lease payments for the deinstalled ATMs as of September 30, 2005 was approximately $1.0 million.

      Pursuant to the ATM management agreement that we assumed in connection with acquisition of the Winn-Dixie ATM portfolio in 2003, Winn-Dixie was required to provide us with a rebate for most ATMs that were removed due to its store closures. Additionally, as part of our acquisition agreement with the former owner of the Winn-Dixie ATM portfolio, we were designated as the beneficiary of a letter of credit under which we could make draws in the event Winn-Dixie refused to pay such rebates. As of the date of this filing, we have fully drawn $3.6 million under such letter of credit, the proceeds of which have been and will continue to be utilized to help defray a portion of the ongoing lease costs mentioned above, as well as the costs associated with removing the aforementioned ATMs from the closed store locations.

      As of September 30, 2005, there was an arbitration action pending against us by the former owner of the Winn-Dixie ATM portfolio for restitution of a portion of the funds drawn by us under the aforementioned

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letter of credit. See “Business — Legal Proceedings.” However, such arbitration action was settled in January 2006, the result of which had no material impact on our financial condition or results of operations.

      Finally, if Winn-Dixie’s restructuring efforts are unsuccessful and additional store closings are announced or current transaction levels decline, we may be required to record an impairment charge related to the tangible and intangible assets associated with the Winn-Dixie contract. At this point, we believe that no impairment is warranted based upon the operating performance of the remaining installed ATMs. As of September 30, 2005, the carrying amount of such assets totaled approximately $3.7 million. Additionally, we have approximately $1.8 million in future contractual operating lease payments associated with many of the ATMs that are still operating within the remaining Winn-Dixie store locations.

Impact of Hurricanes

      In August and September 2005, Hurricanes Katrina and Rita struck the Gulf Coast of the United States, and in the process, temporarily disrupted our ATM operations in portions of Alabama, Florida, Louisiana, Mississippi and Texas. Approximately 500 ATMs were initially impacted by the storms.

      While we saw a noticeable decline in transactions in the impacted areas immediately after the storms, we also saw a corresponding increase in transactions in areas adjacent to the impacted locations, including an increase in transactions associated with ATMs located in neighboring cities and states. Accordingly, the lost transactions associated with the impacted ATMs did not have a material impact on our ongoing operations. However, we did record an approximately $0.1 million pre-tax charge during the three months ended September 30, 2005, related to the costs incurred under our insurance policies to replace the ATMs (and in some cases the related cash balances) that were lost or damaged as a result of the storms.

      On October 24, 2005, Hurricane Wilma struck the Gulf Coast of the United States, and in the process, temporarily disrupted our ATM operations in portions of South Florida. Immediately following the storm, approximately 311 ATMs were not transacting primarily due to power outages and communication issues resulting from the storm. However, unlike Hurricanes Katrina and Rita, many of the impacted ATMs suffered no physical damage and were back up and transacting within a very short period of time following the storm. Accordingly, Hurricane Wilma did not have a material impact on our results of operations or financial condition.

United Kingdom Transaction Declines

      During the three months ended September 30, 2005, our United Kingdom ATM portfolio experienced a slight year-over-year decline in withdrawal transactions. After additional research, we determined that such decline was essentially limited to those ATMs in which new, non-motorized card readers had recently been installed to bring such ATMs into compliance with recently enacted security upgrade requirements in the United Kingdom. We believe that the design of the new card reader installed on such ATMs makes it difficult for ATM users to fully insert their ATM cards, thus resulting in an increased number of declined and aborted transactions.

      We are currently in the process of speaking with the ATM manufacturer that utilizes the aforementioned card reader system to determine if there is a manufacturing solution to this issue. In the meantime, we are modifying the signage and screen messages on the impacted ATMs to provide additional information to the ATM users on how to properly insert their cards in the new card readers. At this point, we are unable to accurately predict whether these actions will fully resolve this issue, and if so, when such resolution will occur.

Critical Accounting Policies and Estimates

      Our consolidated financial statements included elsewhere in this registration statement have been prepared in accordance with accounting principles generally accepted in the United States, which require that management make numerous estimates and assumptions. Actual results could differ from those estimates and assumptions, impacting our reported results of operations and financial position. We describe our significant

39

accounting policies more fully in note 1 to our consolidated financial statements included elsewhere in this registration statement. The significant accounting policies and estimates described here are those that are most important to the depiction of our financial condition and results of operations and the application of which requires management’s most subjective judgments in making estimates about the effect of matters that are inherently uncertain.

      Goodwill and intangible assets. Historical goodwill represents the excess of the amount paid over the fair value of the assets acquired and liabilities assumed in connection with our past business combinations. As of September 30, 2005, such goodwill balance totaled $160.6 million, $82.1 million of which related to our acquisition of the E*TRADE Access, Inc. ATM portfolio in June 2004, and $78.5 million of which related to our acquisition of Bank Machine in May 2005. Intangible assets, net, consists primarily of acquired merchant contracts and relationships, deferred financing costs, exclusive license agreements and the Bank Machine trade name acquired as part of the Bank Machine acquisition. Our intangible assets totaled $74.8 million, net of accumulated amortization, as of September 30, 2005.

      SFAS No. 142, Goodwill and Other Intangible Assets, provides that goodwill and other intangible assets that have indefinite useful lives will not be amortized, but instead must be tested at least annually for impairment, and intangible assets that have finite useful lives should continue to be amortized over their estimated useful lives. SFAS 142 also provides specific guidance for testing goodwill and other non-amortized intangible assets for impairment. SFAS 142 requires management to make certain estimates and assumptions in order to allocate goodwill to reporting units and to determine the fair value of a reporting unit’s net assets and liabilities, including, among other things, an assessment of market condition, projected cash flows, interest rates and growth rates, which could significantly impact the reported value of goodwill and other intangible assets. Furthermore, SFAS 142 exposes us to the possibility that changes in market conditions could result in potentially significant impairment charges in the future.

      We evaluate the recoverability of our goodwill and intangible assets by estimating the future discounted cash flows of the businesses or portfolios of contracts to which the goodwill and intangible assets relate. We use discount rates corresponding to our cost of capital, risk adjusted as appropriate, to determine such discounted cash flows, and consider current and anticipated business trends, prospects and other market and economic conditions when performing our evaluations. Such evaluations are performed at minimum on an annual basis, or more frequently based on the occurrence of events that might indicate a potential impairment. Such events include, but are not limited to, items such as the loss of a significant contract or a material change in the terms or conditions of a significant contract.

      Valuation of long-lived assets. In accordance with SFAS No. 144, Accounting for the Disposal or Impairment of Long-Lived Assets, long-lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge would be recognized by the amount that the carrying amount of the asset exceeds the fair value of the asset. Our determination that an adverse event or change in circumstance has occurred will generally involve (1) a greater attrition rate compared to estimated renewals, (2) an unexpected decline in transactions without any offsetting incremental revenues (i.e., bank branding), or (3) a change in strategy affecting the utility of the asset. Our measurement of the fair value of an impaired asset will generally be based on an estimate of discounted future cash flows.

      Income taxes. Income tax provisions are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and income before income taxes and between the tax basis of assets and liabilities and their reported amounts in our financial statements. We include deferred tax assets and liabilities in our financial statements at currently enacted income tax rates. As changes in tax laws or rates are enacted, we adjust our deferred tax assets and liabilities through income tax provisions.

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      In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, we believe it is more likely than not that we will realize the benefits of these deductible differences. If we do not generate future taxable income, we will not realize these tax assets and the write-off of those assets will adversely affect our results.

Results of Operations

      The following table sets forth our statement of operations information as a percentage of total revenues for the period indicated.

													Nine Months
				Years Ended									Ended
				December 31,									September 30,
				2004			2003			2002			2005			2004
Revenues:
ATM operating revenues					94.7	%		92.3	%		86.0	%		96.3	%		95.6	%
ATM product sales and other revenues					5.3			7.7			14.0			3.7			4.4
		Total revenues			100.0			100.0			100.0			100.0			100.0
Cost of revenues:
	Cost of ATM operating revenues				74.4			72.7			71.4			74.6			75.0
	Cost of ATM product sales and other revenues				4.5			7.2			13.1			3.5			3.8
		Total cost of revenues (exclusive of depreciation shown separately below)			78.9			79.9			84.5			78.1			78.8
		Gross profit			21.1			20.1			15.5			21.9			21.2
Operating expenses:
	Selling, general and administrative expenses				7.0			6.5			8.9			5.8			6.8
	Depreciation and accretion expense				3.5			3.3			2.4			4.3			3.2
	Amortization expense				2.9			3.5			2.4			2.9			3.1
			Total operating expenses		13.4			13.3			13.7			13.0			13.1
Income from operations					7.7			6.8			1.8			8.9			8.1
Other expenses:
	Interest expense, net				3.7			3.0			1.3			7.1			4.0
	Minority interest in subsidiary				0.0			0.0			0.0			0.0			0.0
	Other				0.1			0.1			0.1			0.4			0.2
		Total other expenses			3.8			3.1			1.4			7.5			4.2
Income before income taxes					3.9			3.7			0.4			1.4			3.9
Income tax provision					1.5			1.4			0.2			0.5			1.5
Income before cumulative effect of change in accounting principle					2.4			2.3			0.2			0.9			2.4
Cumulative effect of change in accounting principle for asset retirement obligations, net of related income tax benefit					—			0.1			—			—			—
Net income					2.4	%		2.2	%		0.2	%		0.9	%		2.4	%

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Key Operating Metrics

      The following table sets forth, for the years ended December 31, 2004, 2003 and 2002, and the nine months ended September 30, 2005 and 2004, information concerning key measures we rely on to gauge our operating performance, including total surcharge-bearing transactions, surcharge-bearing transactions per ATM, and gross profit and gross profit margin per surcharge-bearing transaction.

											Nine Months
											Ended
		Years Ended December 31,									September 30,
		2004			2003			2002			2005			2004
Average number of ATMs			18,429			10,662			7,417			26,099			17,216
Total transactions (in thousands)			111,577			64,605			36,212			115,152			76,712
Monthly total transactions per ATM			505			505			407			490			495
Total surcharge-bearing transactions (in thousands)			82,087			48,778			28,978			79,943			56,733
Monthly surcharge-bearing transactions per ATM (in thousands)(1)			371			381			326			340			366
Per surcharge-bearing transaction:
	Surcharge revenues	$	1.53		$	1.43		$	1.42		$	1.69		$	1.52
	Interchange revenues		0.63			0.60			0.57			0.62			0.63
	Other transaction revenues(2)		0.06			0.06			0.05			0.09			0.06
	Total transaction revenues	$	2.23		$	2.09		$	2.04		$	2.40		$	2.21
	Cost of transaction revenues		1.75			1.65			1.70			1.86			1.73
	Transaction gross profit(3)	$	0.48		$	0.44		$	0.34		$	0.54		$	0.48
	Transaction gross profit margin		21.5	%		21.1	%		16.7	%		22.5	%		21.5	%

(1)	Monthly surcharge-bearing transactions per ATM for the nine month period ended September 30, 2005 were lower than in the nine month period September 30, 2004 largely because the ATMs acquired from E*TRADE Access, Inc. on June 30, 2004 were primarily merchant-owned machines with lower average transactions per ATM.
(2)	Other transaction revenues consist primarily of bank and network branding fees (for periods subsequent to 2002), and other transaction-based fees.
(3)	Transaction gross profit is a measure of profitability that uses only the revenue and expenses that are transaction based. The revenue and expenses from ATM equipment sales and other ATM-related services are not included.

Nine Months Ended September 30, 2005 and September 30, 2004

Revenues

		Nine Months Ended
		September 30,
		2005		2004		% Change
		(in thousands)
ATM operating revenues		$	191,731	$	125,169		53.2	%
ATM product sales and other revenues			7,457		5,772		29.2	%
	Total revenues	$	199,188	$	130,941		52.1	%

      As indicated in the table above, total revenues increased by 52.1% for the nine months ended September 30, 2005 when compared to the same period in 2004. Such increase was primarily driven by the acquisition of the E*TRADE Access, Inc. ATM portfolio in June 2004, and to a lesser extent, the Bank Machine, BAS Communications, Inc. and Neo Concepts, Inc. ATM acquisitions consummated in 2005. Additionally, higher overall network and bank branding revenues contributed to the year-over-year increase.

      ATM product sales and other revenues increased approximately 29.2% for the nine months ended September 30, 2005, when compared to the same period in 2004. Such increase was primarily due to higher

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overall ATM equipment sales associated with the acquired E*TRADE Access ATM portfolio, which was in place for the entire nine months in 2005 but only three months in 2004.

      Surcharge-bearing transactions increased approximately 40.9% to 79.9 million transactions for the nine months ended September 30, 2005 from 56.7 million transactions during the same period in 2004. This growth in transaction volume was driven largely by the E*TRADE Access ATM portfolio acquisition. While interchange revenue per transaction remained relatively unchanged from 2004 to 2005, surcharge revenue per transaction increased approximately 11.2% from $1.52 in 2004 to $1.69 in 2005. Such increase was primarily due to a concerted effort on our part to increase the surcharge rates for selected merchants whose rates have historically been below market, and the impact of the higher surcharge rates associated with the acquired Bank Machine operations (which, on a US Dollar converted basis, average roughly $2.60 per transaction). However, despite the above increases, surcharge-bearing transactions per ATM decreased from 366 in 2004 to 340 in 2005. Such decrease was primarily due to the E*TRADE Access ATM portfolio acquisition, which, as previously discussed, included primarily merchant-owned ATMs with lower average surcharge-bearing transactions per ATM.

Cost of Revenues and Gross Margins

		Nine Months Ended
		September 30,
		2005			2004			% Change
		(in thousands)
Cost of ATM operating revenues		$	148,528		$	98,211			51.2	%
Cost of ATM product sales and other revenues			6,976			4,997			39.6	%
	Total cost of revenues	$	155,504		$	103,208			50.7	%
ATM operating revenues gross margin			22.5	%		21.5	%
ATM product sales and other revenues gross margin			6.5	%		13.4	%
Total gross margin			21.9	%		21.2	%

      As indicated in the table above, total cost of revenues increased by 50.7% for the nine months ended September 30, 2005 when compared to the same period in 2004. Such increase was primarily due to the higher overall cost of ATM operating revenues as a result of the E*TRADE Access, Inc. ATM portfolio acquisition in June 2004 and, to a lesser extent, the three acquisitions consummated in 2005. Because the majority of the ATMs acquired in the E*TRADE Access, Inc. ATM portfolio acquisition were merchant-owned machines, the related merchant fees are higher than those paid under company-owned arrangements. Overall, domestic merchant fees increased by approximately $31.2 million, or 58.5%, during the nine months ended September 30, 2005, when compared to the same period in 2004.

      The other primary components of cost of ATM operating revenues — maintenance fees, cost of cash, and armored courier fees — also contributed to the domestic cost increases for the year-to-date periods. Such costs increased by $10.3 million, or 37.4% for the nine months ended September 30, 2005, when compared to the prior year.

      Our total gross margin for the nine months ended September 30, 2005, totaled 21.9%, up slightly from the 21.2% level achieved during the nine months ended September 30, 2004. Such increase was primarily attributable to higher than normal operating costs incurred during the three months ended September 30, 2004, as we worked to transition the acquired E*TRADE Access, Inc. ATM portfolio on to our existing operating platform.

      While our recent acquisitions of predominantly company-owned ATM portfolios, including Bank Machine, should have a positive long-term impact on our overall gross margin percentage, we currently expect that our near term gross margin percentage will remain relatively consistent with the level achieved during the most recent quarter. This is primarily due to the recent deployment of approximately 1,000 company-owned ATMs in certain Walgreens and CVS locations throughout the United States. We currently expect that many of these ATMs will generate negative gross margins during the first 6-12 months

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following their initial deployment. However, despite the initial negative returns associated these deployments, we expect that such locations will become profitable as the transaction levels increase over time and the underlying ATMs become subject to anticipated future bank branding arrangements.

Selling, General and Administrative Expense

	Nine Months Ended
	September 30,
	2005			2004			% Change
	(in thousands)
Selling, general and administrative expense	$	11,552		$	8,851			30.5	%
Percentage of revenues		5.8	%		6.8	%

      As indicated in the table above, selling, general and administrative expense increased by 30.5% for the nine months ended September 30, 2005 when compared to the same period in 2004. Such increase was primarily due to the hiring of additional employees over the past year and higher overall professional fees, both of which were the result of the acquisitions consummated in 2004 and 2005.

      We expect that our selling, general and administrative expense will increase slightly in the future due to higher accounting, legal and professional fees resulting from our becoming subject to the reporting requirements of the Securities and Exchange Commission, including those under the Sarbanes-Oxley Act of 2002, following the registration of our recently issued senior subordinated notes.

Depreciation and Accretion Expense

	Nine Months Ended
	September 30,
	2005			2004			% Change
	(in thousands)
Depreciation and accretion expense	$	8,530		$	4,257			100.4	%
Percentage of revenues		4.3	%		3.2	%

      As indicated in the table above, depreciation and accretion expense increased by 100.4% for the nine months ended September 30, 2005 when compared to the same period in 2004. Such increase was primarily due to the incremental ATMs acquired through the E*TRADE Access transaction in June 2004, and, to a lesser extent, the incremental ATMs associated with the acquisitions consummated in 2005 and the current year company-owned ATM rollouts.

      In the future, we expect that our depreciation and accretion expense will grow in proportion to the increase in the number of ATMs we own and deploy throughout our company-owned portfolio.

Amortization Expense

	Nine Months Ended
	September 30,
	2005			2004			% Change
	(in thousands)
Amortization expense	$	5,689		$	4,092			39.0	%
Percentage of revenues		2.9	%		3.1	%

      As indicated in the table above, amortization expense, which is primarily comprised of amortization of intangible merchant contracts and relationships associated with our past acquisitions, increased by 39.0% for the nine months ended September 30, 2005 when compared to the same period in 2004. Such increase was primarily due to the incremental amortization expense associated with the merchant contracts and relationships acquired in the E*TRADE Access transaction in June 2004, and, to a lesser extent, the incremental merchant contracts and relationships acquired in 2005.

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Interest Expense

	Nine Months Ended
	September 30,
	2005			2004			% Change
	(in thousands)
Interest expense, net	$	14,224		$	5,211			173.0	%
Percentage of revenues		7.1	%		4.0	%

      As indicated in the table above, interest expense increased by 173.0% for the nine months ended September 30, 2005 when compared to the same period in 2004. Such increase was primarily attributable to the additional borrowings under our bank credit facilities in June 2004 and May 2005 to finance the E*TRADE Access ATM portfolio acquisition and the Bank Machine acquisition, respectively, and the incremental interest expense associated with our senior subordinated notes offering in August 2005. Additionally, the interest expense amount for the nine-months ended September 30, 2005 included the pre-tax write-off of approximately $3.4 million in deferred financing costs associated with the repayment of, and amendments to, our existing bank credit facilities. For the nine months ended September 30, 2004, we wrote off approximately $2.5 million in deferred financing costs associated with the amendment of our then existing bank credit facility.

      We expect that our future interest expense levels will increase as a result of the issuance of the senior subordinated notes in August 2005. Such notes, which carry an effective interest rate of approximately 9.375%, were utilized to retire our outstanding first and second lien term loans, which carried a weighted-average interest rate of approximately 7.1% at the time.

Income Tax Provision

	Nine Months Ended
	September 30,
	2005			2004			% Change
	(in thousands)
Income tax provision	$	972		$	1,931			(49.7	)%
Effective tax rate		34.6	%		38.0	%

      As indicated in the table above, our income tax provision decreased by 49.7% for the nine months ended September 30, 2005 when compared to the same period in 2004. On an absolute basis, the year-over-year change was driven by a corresponding decrease in our pre-tax income. While we expect that our effective tax rate will remain relatively consistent in future periods, such rate could vary from quarter to quarter depending on the mix of pre-tax income and loss amounts generated in our domestic and foreign tax jurisdictions. Additionally, we expect that our cash tax rate may increase in the future as a result of the recently consummated Bank Machine acquisition.

Years Ended December 31, 2004 (2004) and December 31, 2003 (2003)

Revenues

		Years Ended
		December 31,
		2004		2003		% Change
		(in thousands)
ATM operating revenues		$	182,711	$	101,950		79.2	%
ATM product sales and other revenues			10,204		8,493		20.1	%
	Total revenues	$	192,915	$	110,443		74.7	%

      As indicated in the table above, total revenues increased by 74.7% for the year ended December 31, 2004, when compared to 2003. ATM operating revenues, the largest component of total revenues, increased

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79.2% in 2004 and accounted for approximately 94.7% of our total revenues in 2004 versus approximately 92.3% in 2003. The significant year-over-year increase in ATM operating revenues was primarily driven by an increase in the number of ATMs and related transactions resulting from the E*TRADE Access ATM portfolio acquisition in June 2004, and to a lesser extent, several other ATM portfolio acquisitions consummated during 2003, including XtraCash (February 2003), National Bank Equipment (May 2003), and American Express (August 2003). Additionally, the award of a new contract by ExxonMobil also helped contribute to the year-over-year increase. Surcharge fees and interchange fees were consistent on a percentage basis in both periods, representing approximately 97.1% of ATM operating revenues for both 2004 and 2003. The remaining portion of ATM operating revenues was comprised of bank and network branding revenues, which accounted for approximately 1.3% of our ATM operating revenues in 2004 and 1.1% in 2003, and revenues from a variety of individually insignificant sources that together accounted for approximately 1.6% of our ATM operating revenues in 2004 and 1.8% of our ATM operating revenues in 2003.

      ATM product sales and other revenues increased approximately 20.1% for the year ended December 31, 2004, when compared to 2003, and represented approximately 5.3% of our total revenues in 2004 versus approximately 7.7% in 2003. The year-over-year increase in ATM product sales and other revenues was primarily driven by higher overall equipment sales associated with the acquired E*TRADE Access ATM portfolio acquisition, offset somewhat by a lower VAR sales as a result of a decrease in the number of associate VARs to whom we sold products to in 2004. The reduction in the number of associate VARs resulted from several factors, including the promotion by NCR of several associate VARs to master VAR status, meaning those entities no longer needed to buy products through us because they could buy directly from NCR, the increased sales efforts of these new master VARs directed at some of our existing associate VARs, and our decision to cease doing business with some of our associate VARs due to credit concerns.

      Surcharge-bearing transactions increased approximately 68.2% to 82.1 million transactions in 2004, from 48.8 million transactions in 2003. This growth in transaction volume was driven largely by an approximately 105% increase in the number of ATMs that we owned or operated at year end 2004 when compared to year end 2003. While interchange revenue per transaction remained relatively unchanged from 2003 to 2004, surcharge revenues per transaction of $1.53 in 2004 increased approximately 7.0% from the surcharge revenues per transaction of $1.43 in 2003. Such increase was primarily due to a concerted effort on our part to increase the surcharge rates for selected merchants whose rates have historically been below market. However, despite the above increases, surcharge-bearing transactions per ATM decreased from 381 in 2003 to 371 in 2004. Such decrease was primarily due to the E*TRADE Access ATM portfolio acquisition, which, as previously discussed, included primarily merchant-owned portfolio of ATMs with lower average surcharge-bearing transactions per ATM.

Cost of Revenues and Gross Margins

		Year Ended
		December 31,
		2004			2003			% Change
		(in thousands)
Cost of ATM operating revenues		$	143,504		$	80,286			78.7	%
Cost of ATM product sales and other revenues			8,703			7,903			10.1	%
	Total cost of revenues	$	152,207		$	88,189			72.6	%
ATM operating revenues gross margin			21.5	%		21.2	%
ATM product sales and other revenues gross margin			14.7	%		6.9	%
Total gross margin			21.1	%		20.1	%

      As indicated in the table above, total cost of revenues increased by approximately 72.6% in 2004 when compared to 2003. The primary driver of this increase was a 78.7% year-over-year increase in the cost of ATM operating revenues. In 2004, the largest component of cost of ATM operating revenues, merchant fees, increased $42.8 million, or approximately 112.6%, to $80.8 million, from $38.0 million for 2003, and accounted for approximately 56.3% of total cost of ATM operating revenues. This increase was the result of

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the increased merchant fees paid with respect to the aforementioned ATM contracts that were acquired during 2003 and 2004. The three other primary components of the cost of ATM operating revenues, maintenance contracts, cost of cash, and armored courier fees, increased $13.2 million, or approximately 67.3%, to $32.8 million for 2004, from $19.6 million for the same period in 2003, and accounted for 22.9% of total cost of ATM operating revenues. On an absolute basis, this increase was due to the increase in the number of ATMs operated by us, primarily as a result of the aforementioned acquisitions. Of the $64.0 million increase in total costs of revenues, $48.8 million was attributable to such acquisitions and the new ExxonMobil contract, $16.0 million was attributable to other internal growth efforts and the effects of a full year’s worth of results from the prior year acquisitions, and $(0.8) million was attributable to lower costs as a result of the previously mentioned reduced VAR sales.

      On a per surcharge-bearing transaction basis, merchant fees increased approximately 25.6%, from $0.78 in 2003 to $0.98 in 2004. This was primarily the result of a shift in the mix of ATMs we operate to more merchant-owned arrangements as a result of the E*Trade Access ATM portfolio acquisition, as previously discussed. The other components of cost of ATM operating revenues increased on a per surcharge-bearing transaction basis largely as a result of the increase in the proportion of our ATMs operated under company-owned arrangements, where we retain almost total operational responsibility of the ATMs. However, such increases were partially offset by more favorable pricing from our vendors as a result of our increased size.

      Gross profit represented approximately 21.1% of total revenues for 2004, compared to approximately 20.1% for 2003. Gross profit as a percentage of total revenues increased slightly due to reductions in certain operating costs as a result of our increased size and scope and our move towards higher-margin company-owned ATM arrangements. Additionally, the reduction in VAR sales as a percentage of total revenues in 2004, which operate with lower gross margins, also contributed to the year-over-year increase.

Selling, General and Administrative Expenses

	Years Ended
	December 31,
	2004			2003			% Change
	(in thousands)
Selling, general and administrative expense	$	13,571		$	7,229			87.7	%
Percentage of revenues		7.0	%		6.5	%

      As indicated in the table above, selling, general and administrative expenses increased 87.7% in 2004 when compared to 2003. Such increase was attributable to a number of items, including (1) approximately $1.8 million in costs associated with our terminated initial public offering in 2004, (2) approximately $2.8 million in compensation related costs associated with a restricted stock grant made to our chief executive officer in 2004, including a related bonus to cover the tax liability associated with such grant, and (3) incremental headcount costs associated with the increased size and scope of our operations.

Depreciation and Accretion Expense

	Years Ended
	December 31,
	2004			2003			% Change
	(in thousands)
Depreciation and accretion expense	$	6,785		$	3,632			86.8	%
Percentage of revenues		3.5	%		3.3	%

      As indicated in the table above, depreciation of property and equipment increased approximately 86.8% in 2004 when compared to 2003. Such increase was primarily due to capital expenditures associated with the aforementioned acquisitions, increases in ATMs deployed through internal growth initiatives, and the replacement of ATMs under expired operating leases.

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Amortization Expense

	Years Ended
	December 31,
	2004			2003			% Change
	(in thousands)
Amortization expense	$	5,508		$	3,842			43.4	%
Percentage of revenues		2.9	%		3.5	%

      As indicated in the table above, amortization of intangible assets increased by approximately 43.4% in 2004 when compared to 2003. Such increase was almost entirely due to an increase in overall intangible assets (primarily merchant contracts) as a result of our aforementioned acquisitions.

Interest Expense

	Years Ended
	December 31,
	2004			2003			% Change
	(in thousands)
Interest expense	$	7,050		$	3,346			110.7	%
Percentage of revenues		3.7	%		3.0	%

      As indicated in the table above, interest expense increased 110.7% in 2004 when compared to 2003. Such increase was primarily attributable to the additional borrowings under our bank credit facilities as a result of the E*TRADE Access ATM portfolio acquisition in June 2004, and the write-off of previously deferred financing costs of approximately $0.8 million as a result of the amendment of our bank credit facilities. Additionally, we incurred approximately $1.7 million in fees that were expensed immediately as interest expense as part of the refinancing.

Income Tax Provision

	Years Ended
	December 31,
	2004			2003			% Change
	(in thousands)
Income tax provision	$	2,956		$	1,511			95.6	%
Effective tax rate		39.1	%		36.9	%

      As indicated in the table above, our income tax provision increased by approximately 95.6% in 2004 when compared to 2003. Such increase was essentially due to a corresponding increase in income over the same period. The increase in our effective tax rate from 36.9% in 2003 to 39.1% in 2004 was due primarily to higher estimated state tax rates.

Cumulative Effect of Change in Accounting Principle (Net)

      For 2004, our cumulative effect of change in accounting principle was $0, compared to $0.1 million in 2003. There were no new accounting pronouncements adopted during 2004 that would require a cumulative effect change computation. In 2003, the adoption of SFAS 143 resulted in the aforementioned charge.

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Years Ended December 31, 2003 (2003) and December 31, 2002 (2002)

Revenues

		Years Ended
		December 31,
		2003		2002		% Change
		(in thousands)
ATM operating revenues		$	101,950	$	59,183		72.3	%
ATM product sales and other revenues			8,493		9,603		(11.6	)%
	Total revenues	$	110,443	$	68,786		60.6	%

      As indicated in the table above, total revenues increased approximately 60.6% in 2003 when compared to 2002. ATM operating revenues, the largest component of total revenues, increased 72.3% in 2003 and accounted for approximately 92.3% of our total revenues in 2003, compared to approximately 86.0% in 2002. In 2003, surcharge and interchange fees accounted for approximately 97.1% of our ATM operating revenues, compared to approximately 97.4% in 2002. The remaining portion of ATM operating revenues is comprised of branding revenues, which accounted for approximately 1.1% of our ATM operating revenues in 2003, and revenues from a variety of individually insignificant sources that together accounted for approximately 1.8% of our ATM operating revenues in 2003. The year-over-year growth in ATM operating revenues was primarily due to increased ATM transaction volumes and ATM service revenues associated with several acquired ATM networks, including Diebold (September 2002), XtraCash (February 2003), National Bank Equipment (May 2003), and American Express (August 2003). Additionally, the award of a new contract by ExxonMobil (May 2003) also contributed to the year-over-year growth.

      ATM product sales and other revenues decreased 11.6% in 2003 when compared to 2002, and represented approximately 7.7% of our total revenues in 2003 versus 14.0% in 2002. The year-over-year decrease was primarily the result of a decrease in the number of associate VARs to whom we sold products. This reduction in the number of associate VARs resulted from several factors, including the promotion by NCR of several associate VARs to master VAR status, meaning those entities no longer needed to buy products through us because they could buy directly from NCR, the increased sales efforts of these new master VARs directed at some of our existing associate VARs, and our decision to cease doing business with some of our associate VARs due to credit concerns.

      Surcharge-bearing transactions increased approximately 68.3% to 48.8 million transactions in 2003, from 29.0 million transactions in 2002. This growth in transaction volume was driven largely by an approximately 45% increase in the number of ATMs that we owned or operated at year-end 2003 when compared to 2002. While surcharge revenue and interchange revenue per transaction remained relatively unchanged from 2002 to 2003, surcharge-bearing transactions per ATM increased with the increase in the number and percentage of ATMs we operate under company-owned arrangements. ATMs added through acquisitions and internal growth included 2,993 under company-owned arrangements and 730 under merchant-owned arrangements.

Cost of Revenues and Gross Margins

		Year Ended
		December 31,
		2003			2002			% Change
		(in thousands)
Cost of ATM operating revenues		$	80,286		$	49,134			63.4	%
Cost of ATM product sales and other revenues			7,903			8,984			(12.0	)%
	Total cost of revenues	$	88,189		$	58,118			51.7	%
ATM operating revenues gross margin			21.2	%		17.0	%
ATM product sales and other revenues gross margin			6.9	%		6.4	%
Total gross margin			20.1	%		15.5	%

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      As indicated in the table above, total cost of revenues increased by approximately 51.7% in 2003 when compared to 2002. The primary driver of this increase was a 63.4% year-over-year increase in the cost of ATM operating revenues. In 2003, the largest component of cost of ATM operating revenues, merchant fees, increased $9.7 million, or approximately 34.3%, to $38.0 million, from $28.3 million for 2002, and accounted for approximately 47.3% of total cost of ATM operating revenues. Such increase was the result of the merchant fees paid with respect to the 3,723 additional ATMs we operated in 2003 compared to 2002. Two other primary components of the cost of ATM operating revenues, cost of cash and armored courier fees, increased $5.5 million, or approximately 93.2%, to $11.4 million for 2003, from $5.9 million for 2002, and accounted for approximately 14.2% of total cost of ATM operating revenues. On an absolute basis, this increase primarily resulted from the increase in the number of ATMs we operated. Of the $30.1 million increase in total costs of revenues, $19.8 million was attributable to new network acquisitions, $2.2 million was attributable to the new ExxonMobil contract and $8.1 million was attributable to other internal growth and the effect of a full year’s results and growth from prior year acquisitions. The cost of ATM product sales and other revenues decreased 12.0% year-over-year primarily due to a decrease in equipment sales, as we placed less emphasis on such sales during 2003.

      On a per surcharge-bearing transaction basis, merchant fees decreased approximately 20.4%, from $0.98 in 2002 to $0.78 in 2003. This was primarily the result of a shift in the mix of ATMs we operate to more company-owned arrangements, in which merchant fees are typically lower than under merchant-owned arrangements. The other components of cost of ATM operating revenues increased on a per surcharge-bearing transaction basis largely as a result of the increase in the proportion of our ATMs operated under company-owned arrangements, where we retain almost total operational responsibility. These increases were partially offset by more favorable pricing from our vendors as a result of our increased size.

      Gross profit represented approximately 20.1% of total revenues for 2003, compared to approximately 15.5% for 2002. Gross profit as a percentage of total revenues increased primarily due to higher margins from acquired company-owned ATMs and negotiated reductions in operating costs due to our increased size and scope.

Selling, General and Administrative Expenses

	Years Ended
	December 31,
	2003			2002			% Change
	(in thousands)
Selling, general and administrative expense	$	7,229		$	6,142			17.7	%
Percentage of revenues		6.5	%		8.9	%

      As indicated in the table above, selling, general and administrative expenses increased approximately 17.7% in 2003 when compared to 2002. Such increase was primarily due to the addition of employees and related expenses necessary to support our growth. Although we have historically added very few employees in connection with our acquisitions of ATM networks, the overall growth in the size and scope of our operations over the last several years has required us to add some additional personnel. The increase in selling, general and administrative expenses in 2003 primarily reflects the addition of our new chief executive officer, the transition period of four and a half months where the new and old chief executive officers overlapped, and expenses related to stock compensation awards made in connection with his hiring.

Depreciation and Accretion Expense

	Years Ended
	December 31,
	2003			2002			% Change
	(in thousands)
Depreciation and accretion expense	$	3,632		$	1,650			120.1	%
Percentage of revenues		3.3	%		2.4	%

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      As indicated in the table above, depreciation of property and equipment increased approximately 120.1% in 2003 when compared to 2002. Such increase was primarily due to capital expenditures associated with our acquisition of several ATM networks, increases in ATMs deployed through internal growth initiatives, the replacement of ATMs under expired operating leases and the increase in the proportion of our ATMs operated under company-owned arrangements as compared to merchant-owned arrangements. In 2003, we also began recognizing an accretion expense to offset the increasing value of the liability associated with expected future cash outflows for expected equipment de-installations, as required by SFAS 143.

Amortization Expense

	Years Ended
	December 31,
	2003			2002			% Change
	(in thousands)
Amortization expense	$	3,842		$	1,641			134.1	%
Percentage of revenues		3.5	%		2.4	%

      As indicated in the table above, amortization of intangible assets increased approximately 134.1% in 2003 when compared to 2002. Such increase was almost entirely due to an increase in overall intangible assets (primarily merchant contracts) as a result of our aforementioned acquisitions.

Interest Expense

	Years Ended
	December 31,
	2003			2002			% Change
	(in thousands)
Interest expense	$	3,346		$	881			279.8	%
Percentage of revenues		3.0	%		1.3	%

      As indicated in the table above, interest expense increased approximately 279.8% in 2003 when compared to 2002. Such increase was attributable to additional outstanding amounts under our prior bank credit facility. In addition, a significant portion of the increase was related to the write-off of prior loan origination costs in conjunction with negotiated increases in our borrowing base in 2003.

Income Tax Provision

	Years Ended
	December 31,
	2003			2002			% Change
	(in thousands)
Income tax provision	$	1,511		$	154			881.2	%
Effective tax rate		36.9	%		52.0	%

      As indicated in the table above, our income tax provision increased by approximately 881.2% in 2003 when compared to 2002. Such increase was essentially due to a corresponding increase in income over the same period. The higher effective tax rate in 2002 was primarily due to higher state income taxes relative to our federal income tax obligation during the period.

Cumulative Effect of Change in Accounting Principle (Net)

      For 2003, our cumulative effect of change in accounting principle was $0.1 million, compared to $0 in 2002. This increase resulted from the adoption of SFAS 143 as of January 1, 2003, as previously discussed.

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Liquidity and Capital Resources

      We have historically funded our operations primarily through cash flow from operations and borrowings under our credit facilities as well as private placements of equity securities. We have historically used cash to invest in additional operating ATMs, either through the acquisition of ATM networks or through internally generated growth. We have also used cash to fund increases in working capital and to pay interest and repay principal, on our borrowings.

      At September 30, 2005, we had approximately $2.5 million in cash and cash equivalents on hand and approximately $243.6 million in outstanding long-term debt and notes payable, including the current portion related thereto. The following table sets forth information from our statements of cash flows for the years ended December 31, 2004, 2003 and 2002 and the nine months ended September 30, 2005 (in thousands):

	Years Ended December 31,									Nine Months
										Ended
	2004			2003			2002			September 30, 2005
										(unaudited)
Net cash provided by operating activities	$	20,466		$	21,629		$	4,491		$	32,751
Net cash used in investing activities		(118,926	)		(29,663	)		(15,023	)		(133,344	)
Net cash provided by financing activities		94,318			10,404			10,741			101,833

      Net cash provided by operating activities was $32.8 million for the nine months ended September 30, 2005, and $20.5 million for the year ended December 31, 2004. The increase during year-to-date period in 2005 is primarily attributable to the acquisition of the E*TRADE Access ATM portfolio in June 2004 and, to a lesser extent, the acquisitions consummated during the first nine months of 2005. Net cash provided by operating activities was $21.6 million for the year ended December 31, 2003, and $4.5 million for the year ended December 31, 2002, again reflecting the growth in our ATM portfolio resulting from the acquisitions consummated during 2003.

      Our surcharge and interchange revenues are typically collected in cash on a daily basis or within a very short period of time subsequent to the end of each month. We typically pay our vendors, including certain of our merchant customers, within 30 days subsequent to the end of each month. Accordingly, we will typically utilize the excess cash flow generated from such timing differences to fund our capital expenditure needs or to repay amounts outstanding under our revolving line of credit agreement (which is reflected as a long-term liability in the accompanying consolidated balance sheets). We will therefore typically reflect net working capital deficit positions and minimal book cash balances in our financial statements as a result of these cash flow timing differences, and consider such occurrences to be a normal part of our ongoing operations.

      Net cash used in investing activities totaled $133.3 million for the nine months ended September 30, 2005, $118.9 million in 2004, $29.7 million in 2003, and $15.0 million in 2002. During these periods, a majority of the cash used in investing activities was utilized to fund the acquisition of a number of ATM portfolios and businesses, including the E*TRADE Access ATM portfolio in 2004 and the Bank Machine acquisition in 2005. Additionally, such cash was utilized to make capital expenditures related to such acquisitions, to install additional ATMs in connection with acquired merchant relationships, and to deploy ATMs in additional locations of merchants with which we had existing relationships. Total capital expenditures were $27.5 million for the nine months ended September 30, 2005, $19.7 million for the year ended December 31, 2004, $7.3 million for 2003 and $2.3 million for 2002. We currently have no material purchase commitments, but we continually evaluate opportunities to acquire additional ATM networks.

      In future periods, we expect to make capital expenditures to upgrade our ATMs to be both Encrypting PIN Pad (“EPP”) and Triple DES compliant. We have budgeted approximately $10.5 million to accomplish these upgrades on all of our ATMs by the end of 2007. Of this total, we spent approximately $0.1 million during the remaining three months of 2005, and anticipate spending $1.4 million in 2006 and $9.0 million in 2007. We believe this time frame will be acceptable to the major processing networks. However, if we must accelerate our upgrade schedule, we would also be required to significantly accelerate our capital expenditures with respect to these upgrades.

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      In addition to the above, we may be required to make additional capital expenditures in future periods to comply with anticipated new regulations resulting from the Americans with Disabilities Act (“ADA”). Furthermore, in connection with our E*TRADE Access portfolio acquisition, we assumed responsibility for the outcome of a lawsuit instituted in Massachusetts Federal District Court by the National Foundation for the Blind and the Commonwealth of Massachusetts. In this lawsuit, the plaintiffs initially sought to require E*TRADE Access to make all of the ATMs in its network “voice-enabled,” or capable of providing audible instructions to a visually-impaired person upon that person inserting a headset plug into an outlet at the ATM. We acknowledge that recently proposed accessibility guidelines under the ADA would require “voice-enabling” technology for newly installed ATMs and for ATMs that are otherwise retrofitted or substantially modified. However, these new rules have not yet been adopted by the Department of Justice. Assuming the proposed guidelines will be adopted in substantially their current form, we currently estimate that we would incur approximately $2.7 million in capital expenditures over the next three years to retrofit all of our company-owned ATMs. “Business — Legal Proceedings.”

      Net cash provided by financing activities was $101.9 million for the nine months ended September 30, 2005, $94.3 million for year ended December 31, 2004, $10.4 million for 2003, and $10.7 million for 2002. For all periods presented, substantially all of the cash provided by financing activities resulted from our issuances of additional long-term debt, offset, in each period, by our repayments of other long-term debt and capital leases. Such borrowings were primarily made in connection with the previously discussed ATM portfolio acquisitions, including the Bank Machine acquisition in 2005 and the E*TRADE Access acquisition in 2004. Additionally, during the nine months ended September 30, 2005, we issued $75.0 million worth of Series B preferred stock to a new investor, TA Associates. The net proceeds from such offering were utilized to redeem our existing Series A preferred stock, including all accrued and unpaid dividends related thereto, and to redeem approximately 24% of our outstanding common stock.

      As of September 30, 2005, we had approximately $243.6 million in outstanding long-term debt and current notes payable, which was comprised of (i) approximately $198.6 million (net of discount of $1.4 million) of senior subordinated notes due August 2013, (ii) approximately $41.8 million in borrowings under our existing revolving and swing line credit facilities, and (iii) approximately $3.2 million in notes payable due to certain former shareholders of Bank Machine. There are no principal payments required under the senior subordinated notes until the notes mature in August 2013. Interest payments associated with the senior subordinated notes will total $18.5 million on an annual basis, and are due in semi-annual installments of $9.25 million in February and August of each year. Amounts outstanding under the revolving credit facility are not due until the facility’s maturity date in May 2010. Interest payments associated with such borrowings are due monthly, quarterly or annually, depending on the types of borrowings made under the facility. The $3.2 million in notes payable represent notes that were issued to certain former shareholders of Bank Machine as part of that acquisition in May 2005. Such notes, which mature in 2008, may be repaid in part or in whole at any time at the option of each individual note holder beginning in November 2005. We have set aside an amount of cash to repay the notes in total, including any accrued interest related thereto, as the amounts come due. Such cash is reflected as “Restricted cash, short-term” in the accompanying condensed consolidated balance sheet included elsewhere in this registration statement.

      We believe that our cash on hand and our current bank credit facilities will be sufficient to meet our working capital requirements and contractual commitments for the next 12 months. We expect to fund our working capital needs from revenues generated from our operations and borrowings under our revolving line of credit, to the extent needed. However, although we believe that we have sufficient flexibility under our current revolving credit facility to pursue and finance our expansion plans, such facility does contain certain covenants, including covenants related to limitations on capital expenditures and on the ratio of outstanding debt to EBITDA (as defined in the facility), that could preclude us from drawing down the full amount currently available for borrowing under such facility. Accordingly, if we expand faster than planned, need to respond to competitive pressures, or acquire additional ATM networks, we may be required to seek additional sources of financing. Such sources may come through the sale of equity or debt securities. We cannot assure you that we will be able to raise additional funds on terms favorable to us or at all. If future financing sources are not available or are not available on acceptable terms, we may not be able to fund our future

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needs. This may prevent us from increasing our market share, capitalizing on new business opportunities, or remaining competitive in our industry.

Our Bank Credit Facilities

      On May 17, 2005, in connection with the acquisition of Bank Machine, we replaced our existing bank credit facility with new facilities provided by BNP Paribas and Bank of America, N.A. Such facilities were comprised of (i) a revolving credit facility of up to $100.0 million, (ii) a first lien term facility of up to $125.0 million, and (iii) and a second lien term facility of up to $75.0 million. Borrowings under the facilities were utilized to repay our existing bank credit facility in full and to fund the acquisition of Bank Machine. As of September 30, 2005, the first and second lien term facilities were fully repaid, as discussed below, and approximately $41.8 million was outstanding under the new revolving credit facility.

      On August 12, 2005, we sold $200.0 million in senior subordinated notes pursuant to Rule 144A of the Securities Act of 1933, and utilized the net proceeds from such offering, along with approximately $7.1 million in borrowings under our new revolving credit facility, to repay all of the outstanding borrowings under our recently executed first and second lien term loan facilities, including all accrued and unpaid interested related thereto. Additionally, the revolving credit facility was increased to a maximum borrowing capacity of $150.0 million immediately following this transaction. However, such capacity is limited in practice by certain financial covenants contained in the facility. As of September 30, 2005, we had approximately $41.8 million outstanding under the facility, and the ability to borrow an additional $37.1 million based on the covenants contained in such facility. Any amounts drawn under such facility are not due until the facility’s maturity date in May 2010.

      Borrowings under our new bank credit facility bear interest at a variable rate based upon LIBOR or prime rate, at our option. At September 30, 2005, the weighted average interest rate on our outstanding facility borrowings was approximately 6.8%. Borrowings are secured by a lien on substantially all of our domestic subsidiaries’ assets (excluding equity interests in foreign subsidiaries). The borrowings are also secured by the equity interests in our direct foreign subsidiaries and the direct subsidiaries of our domestic subsidiaries (limited to 66% of the voting interests in the direct foreign subsidiaries and 100% of the non-voting interests in such direct foreign subsidiaries), and contain customary covenants and events of default.

      In addition to the above domestic credit facility, Bank Machine has a £2.0 million unsecured overdraft and borrowing facility that expires in July 2006. Such facility, which bears interest at 1.75% over the bank’s base rate (currently 4.50%), will be utilized for general corporate purposes for our United Kingdom operations. No borrowings were outstanding under such facility as of September 30, 2005. However, on September 22, 2005, Bank Machine posted a £275,000 bond under such facility, and in return received the same amount in cash back from the bank. Such cash amount was previously held by the bank as collateral for one of Bank Machine’s existing vault cash programs. The outstanding bond is akin to a letter of credit, and as such, reduces the amount available for future borrowings under the facility to £1.725 million.

Tabular Disclosure of Contractual Obligations

      The following table and discussion reflect our significant contractual obligations and other commercial commitments as of September 30, 2005:

Contractual Obligations	Total		2005		2006		2007		2008		2009		Thereafter
	(in thousands)
Long-term debt(a)(b)	$	241,800	$	—	$	—	$	—	$	—	$	—	$	241,800
Notes payable		3,146		—		3,146		—		—		—		—
Operating lease obligations		5,461		950		2,742		893		391		364		121
Merchant space lease obligations		13,518		1,126		4,376		3,453		3,242		982		339
Total contractual obligations	$	263,925	$	2,076	$	10,264	$	4,346	$	3,633	$	1,346	$	242,260

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(a)	Includes the face value of our senior subordinate notes of $200.0 million, which is reflected net of unamortized discount of approximately $1.4 million in our consolidated financial statements included elsewhere in this registration statement.
(b)	Amount does not include any related interest payments associated with such borrowing.

     In May 2005, we issued certain guaranteed notes payable to a number of former Bank Machine shareholders as part of that acquisition. Such notes totaled approximately $3.2 million as of September 30, 2005, and are reflected in the table above as “Notes payable”. Although the notes contractually mature in May 2008, they may be repaid in part or in whole at any time at the option of each individual note holder beginning in November 2005. At this point, we anticipate that such notes will be repaid in full during 2006. We have set aside an amount of cash to serve as collateral for the guarantee and to repay the notes in total, including any accrued interest related thereto, as the amounts come due. Such restricted cash balance is currently reflected in the “Restricted cash, short-term” line item in our consolidated balance sheet included elsewhere in this registration statement.

      The Company is subject to various legal proceedings and claims arising in the ordinary course of business, including certain proceedings which were previously associated with the acquired E*TRADE ATM portfolio. The Company’s management does not expect that the outcome in any of these legal proceedings, individually or collectively, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Effects of Inflation

      Our monetary assets, consisting primarily of cash and receivables, are not significantly affected by inflation. Our non-monetary assets, consisting primarily of tangible and intangible assets, are not affected by inflation. We believe that replacement costs of equipment, furniture and leasehold improvements will not materially affect our operations. However, the rate of inflation affects our expenses, such as those for employee compensation and telecommunications, which may not be readily recoverable in the price of services offered by us.

Disclosure About Market Risk

Interest Rate Risk

      Our interest expense and our cash rental expense are sensitive to changes in the general level of interest rates in the United States and the United Kingdom, particularly because a substantial portion of our indebtedness accrues interest at floating rates and our ATM cash rental expense is based on market rates of interest. Our outstanding vault cash, which represents the cash we rent and place in our ATMs in cases where the merchant does not provide the cash, totaled approximately $389.4 million in the United States and approximately $45.3 million in the United Kingdom as of September 30, 2005. We pay a monthly fee on the average amount outstanding to our primary vault cash providers in the United States and the United Kingdom under a formula based on the London Interbank Offered Rate, or LIBOR.

      We have entered into a number of interest rate swaps to fix the rate of interest we pay on $300.0 million of our current and anticipated outstanding domestic vault cash balances through December 31, 2008, $200.0 million through December 31, 2009, and $100.0 million through December 31, 2010. We have not currently entered into any derivative financial instruments to hedge our variable interest rate exposure in the

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United Kingdom. The effect of the domestic swaps mentioned above was to fix the interest rate paid on the following notional amounts for the periods identified (in thousands):

Notional	Weighted Average
Amount	Fixed Rate			Period
$200,000		3.19	%		Through September 30, 2005
$300,000		3.57	%		October 1, 2005 — December 31, 2005
$300,000		3.63	%		January 1, 2006 — December 31, 2006
$300,000		3.86	%		January 1, 2007 — December 31, 2007
$300,000		4.35	%		January 1, 2008 — December 31, 2008
$200,000		4.36	%		January 1, 2009 — December 31, 2009
$100,000		4.34	%		January 1, 2010 — December 31, 2010

      Net amounts paid or received under such swaps are recorded as adjustments to our cost of ATM revenues in the accompanying condensed consolidated statements of operations. During the nine months ended September 30, 2005, there were no gains or losses recorded in the condensed consolidated statement of operations as a result of any ineffectiveness associated with our existing interest rate swaps.

      Our existing interest rate swaps have been classified as cash flow hedges pursuant to SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. Accordingly, changes in the fair values of such swaps have been reported in accumulated other comprehensive income in the accompanying condensed consolidated balance sheet. As of September 30, 2005, the accumulated unrealized gain on such swaps totaled approximately $4.0 million, net of tax.

      Based on the $389.4 million in vault cash outstanding in the United States as of September 30, 2005, and assuming no benefits from the existing interest rate hedges that are currently in place, for every interest rate increase of 100 basis points, we would incur an additional $3.9 million of vault cash rental expense on an annualized basis. Factoring in the $300.0 million in interest rate swaps discussed above, for every interest rate increase of 100 basis points, we would incur an additional $0.9 million of vault cash rental expense on an annualized basis. Based on the $45.3 million in vault cash outstanding in the United Kingdom as of September 30, 2005, for every interest rate increase of 100 basis points, we would incur an additional $0.5 million of vault cash rental expense on an annualized basis.

      In addition to the above, we are exposed to variable interest rate risk on borrowings under our domestic revolving credit facility. Based on the $41.8 million in floating rate debt outstanding under such facility as of September 30, 2005, for every interest rate increase of 100 basis points, we would incur an additional $0.4 million of interest expense. Recent upward pressure on short-term interest rates in the United States has resulted in slight increases in our interest expense under our bank credit facilities and our vault cash rental expense. Although we currently hedge a substantial portion of our vault cash interest rate risk over the next five years, as noted above, we may not be able to enter into similar arrangements for similar amounts in the future. Any significant increase in interest rates in the future could have an adverse impact on our business, financial condition and results of operations by increasing our operating costs and expenses.

      We intend to continue to review economic and market conditions on a regular basis and may enter into additional interest rate swap agreements from time to time.

Foreign Currency Exchange Risk

      Due to our recent acquisition of Bank Machine, we are exposed to market risk from changes in foreign currency exchange rates, specifically with changes in the U.S. Dollar relative to the British Pound. Our United Kingdom subsidiaries are consolidated into our financial results and are subject to risks typical of an international business including, but not limited to, differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign exchange rate volatility. Furthermore, we are required to translate Bank Machine’s financial condition and results of operations from British Pounds into U.S. Dollars, with any corresponding translation gains or losses being recorded in other

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comprehensive income or loss in our consolidated financial statements. As of September 30, 2005, such translation losses totaled approximately $3.9 million.

      Our future results could be materially impacted by changes in the value of the British Pound relative to the U.S. Dollar. At this time, we have not deemed it to be cost effective to engage in a program of hedging the effect of foreign currency fluctuations on our operating results using derivative financial instruments. A sensitivity analysis indicates that, if the U.S. dollar uniformly strengthened or weakened 10% against the British Pound, the effect upon Bank Machine’s operating income for the three months ended September 30, 2005 would have been an unfavorable or favorable adjustment, respectively, of approximately $0.1 million.

      We do not hold derivative commodity instruments and all of our cash and cash equivalents are held in money market and checking funds.

New Accounting Standards

      In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, or SFAS 150. SFAS 150 requires that mandatorily redeemable financial instruments issued in the form of shares be classified as liabilities, and specifies certain measurement and disclosure requirements for such instruments. The provisions of SFAS 150 were effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS 150 did not have an impact on our financial statements.

      In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment, a revision of SFAS No. 123. SFAS 123R eliminates the intrinsic value method of accounting for stock-based compensation, as currently allowed under APB Opinion No. 25, and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments based on the fair value of such awards on their grant date (with limited exceptions). Because we have historically utilized the minimum value method of measuring equity share option values for pro forma disclosure purposes under SFAS 123, we will adopt the provisions of SFAS 123R effective January 1, 2006 using the prospective transition method. Accordingly, we will recognize compensation expense for all new awards that are granted and existing awards that are modified subsequent to December 31, 2005. For those awards issued and still outstanding prior to December 31, 2005, we will continue to account for such awards pursuant to APB Opinion No. 25 and its related interpretive guidance.

      We estimate that the effect on net income and earnings per share in the periods following adoption of SFAS 123R will be consistent with the pro forma disclosures under SFAS 123, except that estimated forfeitures will be considered in the calculation of compensation expense under SFAS 123R. Additionally, the actual effect on net income and earnings per share will vary depending upon the number of options granted subsequent to December 31, 2005, as compared to prior years. Further, we have not yet determined the actual model that will be used to calculate the fair value of awards under SFAS 123R.

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THE ATM INDUSTRY

History of the ATM Industry

      The first ATMs in the United States were installed in the early 1970s and by 1980 approximately 18,500 ATMs were in use throughout the nation. These ATMs initially were located at financial institution branches. As of September 2005, there were estimated to be approximately 396,000 ATMs in the United States, the majority of which were located at non-bank locations according to ATM&Debit News. A non-bank is a company that is not a federal or state chartered bank, savings and loan, credit union or other financial institution.

      Early in the development of the ATM industry, regional and national electronic authorization data networks, or EFT networks, connected ATMs to financial institutions that were members of a particular EFT network. Regional EFT networks in different parts of the United States were not electronically connected to each other. For example, customers of a bank in New York could not travel to Los Angeles and access their cash at an ATM because the networks serving New York and Los Angeles were not connected. During the 1990s, many regional EFT networks merged or entered into reciprocal processing agreements with other networks, which helped to increase ATM usage and spur consumer demand for ATM services.

      Although ATMs were originally located only at financial institution branches, they soon began to appear in a variety of off-premise locations, such as convenience stores, supermarkets, drug stores, shopping malls, hotels and airports. Deployment of off-premise ATMs, however, was impeded by the prevailing strategy among financial institutions not to charge their cardholders surcharge fees for the convenience of accessing their financial institution accounts at non-financial institution locations. Until 1996, most EFT networks did not allow surcharge fees for ATM transactions that were routed over their networks. However, beginning in that year, the two largest EFT networks, Cirrus and Plus, began to allow surcharge fees and other networks followed. Surcharging revenue made the deployment of off-premise ATMs economically feasible and attractive for non-financial institutions. Following this shift, the number of off-premise ATMs in the United States grew at a rapid pace.

A Typical ATM Transaction

      A typical ATM transaction involves the withdrawal of cash from an ATM. The cardholder presents an ATM card, issued by his or her financial institution, at an ATM that may or may not be owned by the same financial institution. The cardholder then enters a personal identification number, or PIN, to verify identity, the cardholder’s account is checked for adequate funds and, if everything is satisfactory, cash is dispensed. All of these communications are routed across one or more EFT networks that electronically connect ATMs and financial institutions and allow transactions to appear seamless and nearly instantaneous.

      When a cardholder withdraws cash from an ATM that is not owned by the cardholder’s financial institution, there are two charges applied. The first charge is the surcharge fee paid by the cardholder for using the ATM. The second charge is an interchange fee that the EFT network charges the cardholder’s financial institution for routing a transaction over its network. This fee is divided between the EFT network routing the transaction and the ATM operator. Often, the cardholder’s financial institution also charges the cardholder a fee called a foreign fee for using an ATM not owned by that financial institution. This charge helps the financial institution defray the cost of the interchange fee it pays.

Developing Trends in the ATM Industry

      International Opportunities. In many regions of the world, ATMs are less common than in the U.S. We believe the ATM industry will grow faster in international markets than in the U.S., as the number of ATMs per capita in those markets approaches the U.S. levels. We believe some of these markets (such as the United Kingdom where we recently completed our Bank Machine acquisition) may provide attractive expansion opportunities for us.

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      The United Kingdom is the third largest ATM market in Europe, after Germany and Spain. Until the late 1990s, most U.K. ATMs were installed at bank and building society branches. Non-bank operators began to deploy ATMs in the United Kingdom in December 1998 when LINK (which connects together the ATM networks of all U.K. ATM operators) allowed them entry into its network via arrangements between non-bank operators and U.K. financial institutions. We believe that non-bank ATM operators have benefited in recent years from customer demand for more conveniently located cash machines, the emergence of internet banking with no established point of presence and the closure of bank branches due to consolidation. According to APACS 2005, a total of approximately 54,400 ATMs were deployed in the United Kingdom as of December 2004, of which approximately 21,800 were operated by non-banks. This has grown from approximately 36,700 in 2001, with less than 7,000 operated by non-banks.

      Bank and Network Branding Opportunities. Our primary assets are our contracts with merchants that allow us to operate ATMs in 26,000 retail locations, many of which are on prime, high-traffic real estate. Many U.S. banks serving the market for consumer banking services are aggressively competing for market share, and part of their competitive strategy is to increase their number of customer touch points and to make themselves more convenient to their customers. We believe that a large owned-ATM network would be a key strategic asset for a bank, but we also believe it would be uneconomical for all but the very largest banks to build and operate an extensive ATM network, and even the largest banks do not operate nationwide ATM networks. We believe that these factors, when combined, create significant revenue and profit opportunities for us.

•  Bank branding is a scenario in which ATMs owned and operated by us are branded, signed, and operated as if they were owned by the branding bank, and customers of the branding bank can use those machines without paying a surcharge. The bank pays us a monthly per-machine fee for such branding. Although we forego the surcharge fee on ATM transactions by the branding banks’ customers, we continue to earn interchange fees on those transactions and the monthly branding fee, and typically enjoy an increase in surchargable transactions from users who are not customers of the branding bank. We believe that a branding arrangement can substantially increase the profitability of an ATM versus operating the same machine in an unbranded mode.

•  Network branding is an arrangement where a bank’s customers are allowed to use our nationwide ATM network on a surcharge-free basis. Each bank pays a fee to the network, and we in turn receive a large portion of that fee. Although we forego surcharge revenue on those transactions, we do earn interchange revenues in addition to network branding revenues, and believe that many of these transactions are incremental. Consequently, we believe that branding arrangements can enable us to profitably operate in the significant portion of the ATM transaction market that does not involve a surcharge.

      Bank and Other Financial Institution Outsourcing Opportunities. Our industry experience, vendor relationships and economy of scale advantages provide us with the opportunity to offer outsourced ATM services to banks and other financial institutions. Today, many banks and other financial institutions own significant networks of ATMs that serve as extensions of their branch networks and increase the level of service offered to their customers. Large ATM networks, however, are costly to operate and typically do not provide significant revenue for banks and other financial institutions. Large banks and other financial institutions typically incur a monthly operating expense of approximately $1,500 per off-premise ATM. On average, large non-bank ATM operators are able to operate off-premise ATMs at an approximate cost of $1,000 per month. We believe there is an opportunity for large non-bank ATM operators with low costs and an established operating history to contract with financial institutions to manage their ATM networks. Such an outsourcing arrangement could reduce a financial institution’s operational costs while extending their customer service.

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BUSINESS

Company Overview

      We operate the largest network of ATMs in the United States and we are a leading ATM operator in the United Kingdom. As of September 30, 2005, our network included approximately 26,400 ATMs. For the year ended December 31, 2004, and pro forma for our E*TRADE Access and Bank Machine acquisitions, our ATMs dispensed over $9.1 billion in cash and processed more than 161.4 million transactions. We deploy and operate ATMs under two distinct arrangements with our merchant partners: company-owned and merchant-owned. Under company-owned arrangements, we provide the ATM and are typically responsible for all aspects of its operation, including procuring cash, supplies and telecommunications as well as routine and technical maintenance. Under merchant-owned arrangements, the merchant owns the ATM and is responsible for providing cash and performing simple maintenance tasks, while we provide more complex maintenance services, transaction processing and connection to electronic funds transfer networks. As of September 30, 2005, approximately 44% of our ATMs were company-owned and 56% were merchant-owned. Because our margins are significantly higher on our company-owned machines as a result of the value of the breadth of services we provide, our internal and acquisition growth strategy will focus on increasing the number of company-owned ATMs in our network.

      Our domestic ATM network is strengthened by contractual relationships with leading retail merchants in a variety of businesses. Amerada Hess, BP Amoco, Chevron, Circle K, Costco, CVS Pharmacy, Duane Reade, ExxonMobil, Mills Malls, Sunoco, Target and Walgreens are among our largest domestic merchants in terms of our revenues. Alfred Jones, Co-Op, Mitchells & Butlers, the U.K. Post Office, Tates and Tesco are among our largest United Kingdom merchants in terms of our revenues. Our merchant customers operate high consumer traffic locations, such as convenience stores, supermarkets, membership warehouses, drug stores, shopping malls and airports. Our merchant relationships are typically governed by multi-year contracts with initial terms of five years or more. On a pro forma basis for the year ended December 31, 2004, we generated $278.4 million of revenues and $2.3 million of net income.

      Our revenue is recurring in nature and is primarily derived from ATM surcharge fees paid by cardholders and interchange fees paid by their banks and other financial institutions. We generate additional revenue by branding our ATMs with signage from banks and other financial institutions, resulting in added convenience for their customers and increased usage of our ATMs. We typically provide our merchant customers with all of the services required to operate an ATM, which include transaction processing, cash management, maintenance and monitoring. We believe that we are among the low-cost providers in our industry due primarily to our substantial network of ATMs, which provides us significant scale advantages. Our focus on customer service, together with our experience and scale, has contributed to strong relationships with leading national and regional merchants in the United States and we expect to develop the same strong relationships in the United Kingdom.

      Since May 2001, we have acquired 12 networks of ATMs, increasing the number of ATMs we operate from approximately 4,100 to approximately 26,400 as of September 30, 2005. On June 30, 2004, we acquired the ATM business of E*TRADE Access, adding approximately 13,155 ATMs to our network, and on May 17, 2005, we acquired Bank Machine, which expanded our operations to the United Kingdom and added approximately 1,000 ATMs to our network. From 2001 to 2004, the total number of annual transactions processed within our network increased from approximately 19.9 million to approximately 111.6 million.

Our Market Opportunity

      The ATM industry has undergone significant expansion in recent years, largely from growth in the number of ATMs installed as off-premise ATMs. The number of off-premise ATMs in the United States outnumbered banking branches by nearly three to one as of December 2004. Off-premise ATMs are found at locations such as convenience stores, supermarkets, membership warehouses, drug stores, shopping malls, hotels and airports. These locations offer a convenient alternative to obtaining cash from bank tellers or drive-through facilities. Both merchants and their customers benefit from the presence of an ATM in a store.

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Merchants benefit from increased consumer traffic, reduced check-writing and credit card processing fees and merchant fees received from us, while cardholders benefit from increased access to their cash.

      We believe significant growth opportunities exist for the leaders in the ATM industry for the following reasons:

      Continued industry growth. We expect that the number of transactions at off-premise ATMs will continue to grow as cardholders take advantage of the convenience and added functionality of ATMs. Approximately 78% of all ATM transactions are cash withdrawals, with the remainder representing other basic banking functions, such as balance inquiries, transfers and deposits. We believe significant opportunities exist for ATM owners and operators to provide advanced functionality, such as check cashing, off-premise deposits, withdrawals of cash from payroll cards, pre-paid cell phone replenishment and bill payment, all of which should result in increased ATM usage. We believe that these services will be attractive to that section of the U.S. population that does not have a bank account. We anticipate that we will participate in this growth as our key merchants permit us to deploy and operate ATMs in more of their existing stores and in new store locations, and as we offer more advanced functions at our ATMs.

      Bank branding and outsourcing opportunities. We believe that our large ATM network is attractive to banks and other financial institutions seeking to extend their brand and provide convenient ATM access to their customers at a lower cost. By branding our ATMs with their logos, banks and other financial institutions can interact with their customers more frequently, increase brand awareness and provide their customers increased service. A branding arrangement typically involves our receiving a monthly branding fee and results in higher profitability for us from the branded ATMs. In addition, while banks and other financial institutions have historically owned and operated most of their ATMs, some banks and other financial institutions have outsourced certain ATM management functions in order to simplify operations and lower costs. We believe that increased off-premise branding and the outsourcing of ATM management functions for banks and other financial institutions should provide substantial opportunities for additional long-term growth.

      Surcharge-free network opportunities. We believe that a majority of ATM transactions in the U.S. occur without the customer paying a surcharge, indicating that our primary surcharge-based business model addresses only a minority of the total ATM market. We believe this creates an opportunity for companies to become actively involved in surcharge-free ATM networks, in which financial institutions pay ATM operators to provide surcharge-free access to their ATM customers. This provides ATM operators with a profitable means of addressing that portion of customers who generally avoid paying surcharges.

      Industry consolidation. The ownership and operation of ATMs is a fragmented industry with the top ten operators accounting for approximately 25% of ATMs in the United States. Some ATM operators may lack the operational scale and financial resources required to compete effectively with us and other operators of large ATM networks for business and growth opportunities, which may result in sales of smaller networks by ATM operators. We believe that the existing fragmented ownership and the potential for divestitures will provide continuing acquisition opportunities for ATM operators with significant economies of scale.

      International opportunities. Many international markets are beginning to experience an increase in off-premise ATMs as surcharging becomes more prevalent and accepted in markets outside of the United States. We believe that significant growth opportunities exist in selected international markets as merchants and non-bank ATM operators seek to capitalize on growth opportunities for off-premise ATMs. For example, our recent acquisition of Bank Machine has positioned us for future growth in the United Kingdom, where off-premise ATMs have accounted for approximately 75% of the total ATM growth since 2000.

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Our Strengths

      Leading market position. We operate the largest network of ATMs in the United States, and we are a leading ATM operator in the United Kingdom. As of September 30, 2005, our network included approximately 26,000 ATMs, approximately 11,700 of which were company-owned. The following table sets forth our leading position in the U.S. ATM market:

Rank		U.S. ATM Network	ATMs		% of Total
	1	Cardtronics		25,346		6.4%
	2	Bank of America		16,714		4.2%
	3	TRM		15,348		3.9%
	4	NetBank		8,445		2.1%
	5	JPMorgan Chase		7,136		1.8%
	6	Wells Fargo		6,363		1.6%
	7	International Merchant Services		5,900		1.5%
	8	7-Eleven Stores		5,341		1.3%
	9	Wachovia		5,100		1.3%
	10	U.S. Bancorp		4,999		1.3%
		(Top 10)		100,692		25.4%
		U.S. Market		396,000		100.0%

Source: ATM&Debit News, public filings and company websites, as of September 2005

     Nationwide network of leading retail merchants under multi-year contracts. Our focus on customer service, together with our experience and size, has enabled us to develop and expand relationships with national and regional merchants, such as Amerada Hess, BP Amoco, Chevron, Circle K, Costco, CVS Pharmacy, Duane Reade, ExxonMobil, Mills Malls, Sunoco, Target and Walgreens, among others. Through our Bank Machine acquisition, we have recently established relationships in the United Kingdom with Alfred Jones, Co-Op, Mitchells & Butlers, the U.K. Post Office, Tates and Tesco, among others. These merchants typically operate high traffic locations, which we have found to result in increased ATM activity and profitability. In addition, these relationships can provide opportunities to deploy additional ATMs in new locations. No single customer accounted for more than 6% of our total pro forma revenues for both the year ended December 31, 2004 and the nine months ended September 30, 2005, with our ten largest merchant customers cumulatively representing less than 25% of our total pro forma revenues for the year ended December 31, 2004. We believe our merchant customers value our high level of service, our 24 hour per day accessibility and our average 99% up time availability in the U.S. Due to these and other factors, we have not renewed only two of our 50 most significant merchant contracts over the last four years.

      Recurring and stable revenue and operating cash flow. We generally operate our large base of ATMs under multi-year contracts that provide us with a recurring and stable source of transaction-based revenue and typically have an initial term of five to seven years. As of September 30, 2005, our top 10 merchants had an average of approximately 3.9 years remaining on their contracts. Our recurring revenue base, relatively low and predictable maintenance capital expenditure requirements and minimal working capital requirements allow us to maintain predictable and consistent operating cash flows. On a pro forma basis, these sources of revenue accounted for approximately 96% of our total revenues for both the nine months ended September 30, 2005 and the year ended December 31, 2004.

      Low-cost provider. We believe the size of our network combined with our operating infrastructure allows us to be among the low-cost providers in our industry. In addition, we believe our operating costs per ATM are approximately half of the operating costs incurred by bank ATM operators. We outsource some functions, such as on-site maintenance and cash management, and can take advantage of our size and market position to obtain favorable pricing from our service vendors and for the purchase of new ATMs. We believe our success to date is largely attributable to our exclusive focus on the ATM industry and our ability to provide reliable customer service in a cost-effective manner.

      Experienced and committed management team. We have a strong senior management team with a combined average of over 20 years of financial services and payment processing-related experience. Our

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senior management team has developed extensive relationships and a leadership position in the industry, including directorships on several industry association boards. We believe this leadership role helps us to attract new merchant customers and provides us with increased acquisition and bank branding opportunities. Our management team owns approximately 21% of our outstanding common stock on a fully diluted basis.

      Disciplined acquisition and integration performance. Since May 2001, we have acquired 12 networks of ATMs, increasing the number of ATMs we operate from approximately 4,100 to approximately 26,400. Because we do not typically assume significant numbers of employees, nor import new operating systems in connection with our acquisitions, we believe our acquisition growth is lower risk than acquisition growth involving more substantial integration concerns. We believe our acquisition risk is also reduced because the financial performance of ATMs we acquire is relatively predictable given our access to third-party data on the transaction history and revenues of the ATMs we acquire. Predictability is also enhanced by the well understood nature of our operating costs per machine and per transaction. In addition, we have often significantly improved the operating cash flow of our acquired networks of ATMs and achieved high returns on capital in such transactions.

Our Strategy

      Our strategy is to enhance our position as the leading owner and operator of ATMs in the United States and to expand our network further into select foreign markets. In order to execute this strategy we will endeavor to:

      Increase penetration and ATM count with leading merchants. We have two principal opportunities to increase the number of ATM sites with our existing merchants: first, by deploying ATMs in our merchants’ existing locations that currently do not have, but where traffic volumes justify installing, an ATM and second, as our merchants open new locations, by installing ATMs in those locations. From the beginning of 2001 through 2004, we increased the number of ATMs operated by us in the United States through internal growth by approximately 2,350. We believe our expertise, national footprint, strong record of customer service with leading merchants and our significant scale position us to successfully market to, and enter into long-term contracts with, other leading national and regional merchants.

      Capitalize on bank branding and outsourcing opportunities. We believe we are strongly positioned to work with financial institutions to fulfill their ATM requirements. Our ATM services offered to financial institutions include branding our ATMs with their logos, managing their off-premise ATM networks on an outsourced basis or buying their off-premise networks in combination with branding arrangements. We recently added JPMorgan Chase’s brand and signage to our ATMs located in approximately 250 Duane Reade drug stores in New York City. For operating these machines, we receive a monthly branding fee from Chase and, in return, we provide surcharge-free transactions to Chase cardholders at these ATMs while continuing to receive a surcharge from non-Chase cardholders. As of September 30, 2005, we had bank branding arrangements for approximately 950 of our ATMs.

      Capitalize on surcharge-free network opportunities. We plan to continue to pursue opportunities to create or participate in surcharge-free networks, where financial institutions pay us to allow surcharge-free access to our ATM network. We believe these arrangements will enable us to increase transaction counts and profitability on our existing machines.

      Pursue selected acquisition opportunities. We plan to continue to pursue selected acquisitions that complement our existing ATM network using our proven, disciplined acquisition and integration methodology. Determination of attractive acquisition targets is based on many factors, including existing merchant contract terms, potential operating efficiencies and cost savings, the quality of associated merchant relationships and our anticipated return on investment. We believe that significant expansion opportunities continue to exist in the United Kingdom and other international markets, and we are actively considering several such opportunities at the present time.

      Explore new geographic markets. In conjunction with our entry into the United Kingdom ATM market, we plan to take advantage of opportunities to reach under-penetrated markets worldwide where we

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can leverage the significant economies of scale, operating expertise and superior customer service capabilities we have developed domestically.

Recent Transactions

      Bank Machine Acquisition. On May 17, 2005, we acquired the ATM business of Bank Machine Limited, an independent operator of ATMs in the United Kingdom, for approximately $92.0 million in cash and 35,221 shares of our Series B Convertible Preferred Stock valued by us at approximately $3.0 million. Through this transaction, we acquired approximately 1,000 ATMs and related site agreements, of which approximately 850 are company-owned and 150 are merchant-owned ATMs. On average, these ATMs process twice the number of surcharge-bearing transactions and have approximately 40% higher revenue per surcharge-bearing transaction than our domestic ATMs. This acquisition also allowed us to expand our business to the United Kingdom and positions us for further expansion to other European markets.

      E*TRADE Access Acquisition. On June 30, 2004, we acquired the ATM business of E*TRADE Access, Inc., an indirect wholly owned subsidiary of E*TRADE Financial Corp., for approximately $106.9 million in cash. Through this transaction we acquired 13,155 ATMs and related placement agreements, of which approximately 2,450 were company-owned and 10,705 were merchant-owned. As a result of this acquisition, we increased the number of ATM machines that we own or manage from approximately 12,000 to over 25,000 ATMs. This acquisition also allowed us to expand our relationships with national merchants, including Albertsons, Chevron, CVS Pharmacy and Target, through the placement agreements that we acquired.

      Other Acquisitions. On March 1, 2005, we acquired a portfolio of approximately 475 ATMs and related contracts located in independent grocery stores in and around the New York metropolitan area for approximately $8.2 million in cash. On April 21, 2005, we acquired a portfolio of approximately 330 ATMs and related contracts, at BP Amoco locations throughout the Midwest, for approximately $9.0 million in cash. Such acquisitions were funded with cash on hand and borrowings under our bank credit facilities. Substantially all of the ATMs acquired in these transactions are company-owned.

      On December 21, 2005, we acquired all of the outstanding shares of ATM National, Inc., the owner and operator of a nationwide surcharge-free ATM alliance. The consideration for such acquisition totaled $4.4 million, and was comprised of $2.6 million in cash and 21,111 shares of our common stock. Additionally, we agreed to assume approximately $1.3 million in liabilities associated with such acquisition. Furthermore, the merger agreement allows for the issuance of up to 10,000 additional shares of our common stock within 105 days of the closing date based on the occurrence of certain events.

      Preferred Stock Offering. On February 10, 2005, we issued 894,568 shares of our Series B Convertible Preferred Stock to investment funds controlled by TA Associates, Inc. for gross proceeds of $75.0 million, representing a 30.6% equity interest on a fully diluted basis as of such date. The net proceeds of this offering were used to redeem all of the outstanding shares of our Series A Preferred Stock and to repurchase approximately 24% of our outstanding shares of common stock and vested options to purchase our common stock. In connection with that offering, we also appointed two designees of TA Associates, Inc. to our board of directors.

      Amended and Restated Credit Facilities and Senior Subordinated Notes Offering. On May 17, 2005, in connection with our Bank Machine acquisition, we amended and restated our bank credit facilities with BNP Paribas and Bank of America, N.A. We used borrowings from these secured facilities to finance our Bank Machine acquisition and repay amounts under our prior facilities. Our bank credit facilities, as amended and restated, consisted of a revolving credit facility of up to $100.0 million, a first lien term facility of up to $125.0 million and a second lien term facility of up to $75.0 million. Substantially all of our domestic assets and 65% of the capital stock of our United Kingdom subsidiaries are pledged to secure borrowings under our bank credit facilities. Furthermore, each of our domestic subsidiaries has guaranteed our obligations under the bank credit facilities.

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      On August 12, 2005, we sold $200.0 million in senior subordinated notes pursuant to Rule 144A of the Securities Act of 1933, and utilized the net proceeds from such offering, along with approximately $7.1 million in borrowings under our new revolving credit facility, to repay all of the outstanding borrowings under our recently executed first and second lien term loan facilities, including all accrued and unpaid interested related thereto. Additionally, the revolving credit facility was increased to a maximum borrowing capacity of $150.0 million immediately following this transaction. However, such capacity is limited in practice by certain financial covenants contained in the facility. As of September 30, 2005, we had approximately $41.8 million outstanding under the facility, and the ability to borrow an additional $37.1 million based on the covenants contained in such facility. Any amounts drawn under such facility are not due until the facility’s maturity date in May 2010.

Our Products and Services

      We typically provide our leading merchant customers with all of the services required to operate an ATM, which include transaction processing, cash management, maintenance and monitoring. In connection with the operations of our or our customers’ ATMs, we generate revenue on a per-transaction basis from the surcharge fees charged to cardholders for the convenience of using ATMs and from interchange fees charged to such cardholders’ financial institutions for processing the ATM transactions. We also take advantage of the preferential pricing we receive from NCR due to our Master VAR status and resell equipment to smaller equipment resellers and others. During 2004, we processed approximately 82.1 million surcharge-bearing ATM transactions, and we received interchange fees in connection with approximately 111.6 million transactions, which results do not give effect to the 23.2 million surcharge-bearing transactions and the 31.5 million transactions that generated interchange fees attributable to the E*TRADE Access ATM business for the first six months of 2004. During 2004, the Bank Machine business processed approximately 8.9 million surcharge-bearing ATM transactions, and received interchange fees in connection with approximately 9.4 million transactions.

      The following table provides detail relating to the number of ATMs we owned and operated on a pro forma basis under our various arrangements as of September 30, 2005.

	Company-Owned			Merchant-Owned
	ATMs			ATMs			Total
Number of ATMs		11,728			14,689			26,417
Percent of total ATMs		44	%		56	%		100	%
Average monthly surcharge transactions per ATM		476			265			353

      Recently, we have entered into arrangements with financial institutions and others to brand certain of our company-owned ATMs. A branding arrangement allows a bank to expand its geographic presence for a fraction of the cost of building a branch location, and typically for less than the cost of placing one of its own ATMs at that location, allowing a bank to rapidly increase its number of branded ATM sites and, defensively, prevent other financial institutions from entering into these locations. Under these arrangements, the branding bank’s customers are typically allowed to use the branded ATM without paying a surcharge fee to us. In return, we receive monthly fees on a per-ATM basis from the branding bank, while retaining our standard fee schedule for other cardholders using the branded ATM. In addition, we typically receive increased interchange revenue as a result of increased usage of our ATMs by the branding bank’s customers. We intend to pursue additional opportunities to enter into bank branding arrangements as part of our growth strategy. We currently have branding arrangements in place with seven domestic financial institutions involving 950 ATMs. Another branding arrangement is our participation in a nationwide surcharge-free ATM alliance. Cardholders of the financial institutions that are members of the alliance can use our ATMs free of surcharges in exchange for a payment of a fixed monthly fee per cardholder included in the alliance. We acquired all of the outstanding shares of ATM National, Inc., the owner and operator of this alliance, in December 2005. Finally, we have also allowed EFT networks to place signage on our ATMs for which we receive a fixed fee per ATM.

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      We have found that the primary factor affecting transaction volume at a given ATM is its location. Our strategy in deploying our ATMs, particularly those placed under company-owned arrangements, is to identify and deploy ATMs at locations that provide high visibility and high transaction volume. Our experience has demonstrated that the following locations often meet these criteria: convenience stores and combination convenience stores and gas stations, grocery stores, airports and major regional and national retail outlets. We have entered into multi-year agreements with a number of merchants with these types of locations, including A&P, Albertsons, Amerada Hess, Chevron, Circle K, Costco, CVS Pharmacy, Duane Reade, ExxonMobil, Giant, Kroger, R.H. Macy and Company, Inc. (Macy’s), Mills Malls, Rite Aid, Sears, Roebuck & Co. (Sears), Sunoco, Target and Walgreens in the United States, and Alfred Jones, Co-Op, Mitchells & Butlers, the U.K. Post Office, Tates and Tesco in the United Kingdom. We believe that once a cardholder establishes a pattern of using a particular ATM, the cardholder will generally continue to use that ATM.

Sales and Marketing

      Our sales and marketing team focuses on developing new relationships with national and regional merchants and on building and maintaining relationships with our existing merchants. The team is organized into groups that specialize in marketing to specific merchant industry segments, which allows us to tailor our offering to the specific requirements of each merchant customer. Our sales and marketing team is composed of 16 employees, who receive a combination of incentive-based compensation and a base salary.

      In addition to targeting new business opportunities, our sales and marketing team supports our acquisition initiatives by building and maintaining relationships with newly acquired merchants. We seek to identify growth opportunities within each merchant account by analyzing the merchant’s sales at each of its locations, foot traffic and various demographic data to determine the best opportunities for new ATM placements. We also pursue branding and outsourcing opportunities with financial institutions to manage and operate their ATM networks.

Primary Vendor Relationships

      To maintain an efficient and flexible operating structure, we outsource certain aspects of our operations, including transaction processing, cash management and maintenance. Due to the number of ATMs we operate, we believe we have obtained favorable pricing terms from most of our major vendors. We contract for the provision of the services described below in connection with our operations.

      Transaction processing. We contract with and pay fees to third parties who process transactions originating from our ATMs. These processors communicate with the cardholder’s financial institution through an EFT network to obtain transaction authorization and settle transactions. These transaction processors include Star Systems, Fiserv and Genpass in the United States and LINK in the United Kingdom, with a majority of transactions being handled by Star Systems under a newly extended agreement that runs until August 31, 2007 and features pricing that provides discounts for higher transaction volumes.

      EFT network services. Our transactions are routed over various EFT networks, such as Star, Pulse, NYCE, Cirrus and Plus in the United States and LINK in the United Kingdom, to obtain authorization for a cash disbursement and provide account balances. EFT networks set the interchange fees that they charge to the financial institutions, as well as the amount paid to us. We attempt to maximize the utility of our ATMs to cardholders by participating in as many EFT networks as practical.

      ATM equipment. We purchase substantially all of our ATMs from national manufacturers, including NCR, Diebold, Tidel Technologies Inc., Triton Systems, Inc. and Wincor/ Nixdorf. The large quantity of ATMs that we purchase from these manufacturers enables us to receive favorable pricing and payment terms. In addition, we maintain close working relationships with these manufacturers in the course of our business, allowing us to stay informed regarding product updates and to minimize technical problems with purchased equipment. Under our company-owned arrangements, we deploy high quality, multi-function ATMs, typically purchased from NCR, Diebold and Wincor/ Nixdorf. Under our merchant-owned arrangements, we deploy ATMs that are cost-effective and appropriate for the merchant. These are purchased from a variety of ATM vendors. Although we currently purchase a substantial majority of our ATMs from NCR, we believe our

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relationships with our other ATM suppliers are good and that we would be able to purchase the ATMs we require for our company-owned operations from other ATM manufacturers if we were no longer able to purchase ATMs from NCR.

      ATM maintenance. In the United States, we typically contract with third-party service providers for the provision of on-site maintenance services. We have multi-year maintenance agreements with Diebold, NCR and EFMARK in the United States. In the United Kingdom, maintenance services are provided by in-house technicians.

      Cash management. We obtain cash to fill our company-owned, and in some cases merchant-owned, ATMs under arrangements with our cash providers, Bank of America, N.A. and Palm Desert National Bank in the United States and ALCB and the U.K. Post Office in the United Kingdom. We pay a LIBOR based fee on the daily outstanding cash balances. As of September 30, 2005, we had $389.4 million in cash in our domestic ATMs under these arrangements, with over 98% of this cash provided by Bank of America, N.A. under a newly extended vault cash agreement that runs until August 2, 2007. In the United Kingdom, the balance of cash held in our ATMs at September 30, 2005, was approximately $45.3 million, over 80% of which was supplied by ALCB.

      Bank of America also contracts with third parties to provide us with cash management services, which include reporting, armored courier coordination, cash ordering, cash insurance, reconciliation of ATM cash balances, ATM cash level monitoring and claims processing with armored couriers, financial institutions and processors.

      Cash replenishment. We contract with armored courier services to transport and transfer cash to our ATMs. We use leading armored couriers such as Brink’s Incorporated, Loomis, Fargo & Co., EFMARK, Premium Armored Services, Inc. and Bantek West, Inc. in the United States and Brink’s and Securicor in the United Kingdom. Under these arrangements, the armored couriers pick up the cash in bulk and, using instructions received from our cash providers, prepare the cash for delivery to each ATM on the designated fill day. Following a predetermined schedule, the armored couriers visit each location on the designated fill day, load cash into each ATM by either adding additional cash into a cassette, or by swapping out the remaining cash for a new fully loaded cassette, and then balance the machine and provide cash reporting to the applicable cash provider.

Technology

      Our technology and operations platform consists of ATM equipment, ATM and internal network infrastructure, cash management and customer service. This platform is designed to provide our merchant customers with what we believe is a high quality suite of services.

      ATM equipment. We use ATMs from national manufacturers, including NCR, Diebold, Tidel Technologies and Triton Systems. The wide range of advanced technology available from these ATM manufacturers provides our merchant customers with advanced features and reliability through sophisticated diagnostics and self-testing routines. The different machine types can perform basic functions, such as dispensing cash and displaying account information. Some of our ATMs are modular and upgradeable so they can be adapted to provide additional services in response to changing technology and consumer demand. For example, a portion of our ATMs can be upgraded to accept deposits through the installation of additional hardware and software components.

      We operate three basic types of ATMs in the United Kingdom: (1) “convenience,” which are internal to a merchant’s premises, (2) “through the wall,” which are external to a merchant’s premises, and (3) “pods,” a free-standing kiosk style ATM, also located external to a merchant’s premises. The ATMs are principally manufactured by NCR.

      Transaction processing. We place significant emphasis on providing quality service with a high level of security and minimal interruption. We have carefully selected support vendors to optimize the performance of our ATM network. In addition, our transaction processors provide sophisticated security analysis and monitoring 24 hours a day.

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      Internal systems. Our internal systems include multiple layers of security to help protect them from unauthorized access. Protection from external sources is provided by the use of hardware and software-based security features that isolate our sensitive systems. We also use the most effective commercially available encryption technology to protect communications. On our internal network, we employ user authentication and anti-virus tools at multiple levels. These systems are protected by detailed security rules to limit access to all critical systems and, to our knowledge, our security systems have never been breached. Our systems components are directly accessible by a limited number of employees on a need- only basis. Our gateway connections to our EFT network service providers provide us with real-time access to transaction details, such as cardholder verification, authorization and funds transfer. We have installed these communications circuits with backup connectivity to help protect us from telecommunications problems in any particular circuit.

      We use custom software that continuously monitors the performance of the ATMs in our network, including details of transactions at each ATM and expenses relating to that ATM, including fees payable to the merchant. This software permits us to generate detailed financial information for each ATM location, allowing us to monitor each location’s profitability. We analyze transaction volume and profitability data to determine whether to continue operating at a given site, how to price various operating arrangements with merchants and branding arrangements, and to create a profile of successful ATM locations so as to assist us in deciding the best locations for additional ATM deployments.

      Cash management. We have our own internal cash management department that utilizes data generated by our cash providers, internally generated data and a proprietary methodology to confirm daily orders, audit delivery of cash to armored couriers and ATMs, monitor cash balances for cash shortages, coordinate and manage emergency cash orders and audit costs from both armored couriers and cash providers.

      Our cash management department uses proprietary analytical models to determine the necessary fill frequency and load amount for each ATM. Based on location, day of the week, upcoming holidays and events and other factors, we project cash requirements for each ATM on a daily basis. After receiving a cash order from us, the cash provider transfers the requested amount of cash to a bank near the ATM where the designated armored courier can access the cash and subsequently transport it to the ATM.

      Customer service. We believe one of the factors that differentiates us from our competitors is our customer service responsiveness and proactive approach to managing any ATM downtime. We use proprietary software that continuously monitors the performance of our ATMs for service interruptions and notifies our maintenance vendors for prompt dispatch of necessary service calls.

      We also offer our merchant customers customized ATM activity reporting that includes daily, weekly or monthly transaction and uptime reporting. Our standard reporting to our merchants includes summary transaction reports that are made available in the first week of every month. In addition, in the U.S. we have developed an interactive website that allows our merchant customers to access real-time information.

      We maintain a proprietary database of transactions made on and performance metrics for all of our ATM locations. This data is aggregated into individual merchant customer profiles that are readily accessible by our customer service representatives and managers. We believe our proprietary database enables us to provide superior quality and accessible and reliable customer support.

Merchant Customers

      In the United States, we have contracts with approximately 50 major national and regional merchants, including convenience stores, supermarkets, drug stores and other high traffic retail chains, and approximately 15,000 independent merchants. Most of our merchant customers are non-exclusive partners with us. In addition, we have not renewed only two of our 50 most significant merchant contracts over the last four years. For the year ended December 31, 2004 and the nine months ended September 30, 2005, both on an actual and pro forma basis, no single merchant customer accounted for 10% or more of our total revenues.

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      The terms of our merchant contracts vary as a result of negotiations at the time of execution. In the case of company-owned arrangements, which are typically employed with our major national and regional merchants, the contact terms vary, but typically include the following:

•  an initial term of five to seven years;

•  ATM exclusivity at locations where we install an ATM;

•  protection for us against underperforming locations by permitting us to increase the surcharge fee or remove ATMs;

•  in the United States, provisions permitting us to terminate or remove ATMs or renegotiate the fees paid to the merchant if surcharge fees are generally reduced or eliminated by law; and

•  provisions making the merchant’s fee dependent on the number of ATM transactions.

      Our contracts under merchant-owned arrangements typically include similar terms, as well as the following additional terms:

•  in the United States, provisions prohibiting in-store check cashing by the merchant and, in the United States and United Kingdom, the operation of any other cash-back devices;

•  provisions imposing an obligation on the merchant to operate the ATM at any time his or her store is open to the public; and

•  provisions, when possible, that require a merchant to have a purchaser of the merchant’s store assume our contract.

Seasonality

      Our overall business is somewhat seasonal in nature with generally fewer transactions occurring in the first quarter. We typically experience increased transaction levels during the holiday buying season at our ATMs located in shopping malls and lower volumes in the months following the holiday season. Similarly, we have seen increases in transaction volumes in the spring at our ATMs located near popular spring-break destinations. Conversely, transaction volumes at our ATMs located in regions affected by strong winter weather patterns typically decline as a result of decreases in the amount of consumer traffic through the locations in which we operate our ATMs. These declines, however, have been offset somewhat by increases in the number of our ATMs located in shopping malls and other retail locations that benefit from increased consumer traffic during the holiday buying season. We expect these location-specific and regional fluctuations in transaction volumes to continue in the future.

      In the United Kingdom, seasonality in transaction patterns tends to be similar to the seasonal patterns in the general retail market. Generally, the highest transaction volumes occur on weekend days and, thus, monthly transaction volumes will fluctuate based on the number of weekends in a given month. However, we, like other independent ATM operators, experience a drop in the number of transactions we process during the Christmas season due to consumers’ greater tendency to shop in the vicinity of free ATMs and our closure of some of our ATM sites over the Christmas break. We expect these location-specific and regional fluctuations in transaction volumes to continue in the future.

Competition

      We compete with financial institutions and other independent ATM companies for additional ATM placements, new merchant accounts and acquisitions. Several of our competitors are larger, more established and have greater financial and other resources than us. For example, our major domestic competitors include banks such as Bank of America, US Bancorp and PNC Corp., as well as non-banks such as TRM. In the United Kingdom, we compete with several large non-bank ATM operators, including Moneybox, Cardpoint, TRM, Scott Tod and Hanco, as well as banks such as the Royal Bank of Scotland and Lloyds, among others. However, many of our competitors do not have a singular focus on ATM management, and we believe this

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focus gives us a significant competitive advantage. In addition, we believe the scale of our extensive ATM network and our focus on customer service also provide significant competitive advantages.

U.S. Government and Industry Regulation

      Our principal business, ATM network ownership and operation, is not subject to significant government regulation. However, various aspects of our business are subject to state regulation. Our failure to comply with applicable laws and regulations could result in restrictions on our ability to provide our products and services in such states, as well as the imposition of civil fines.

      Americans with Disabilities Act. The ADA currently prescribes provisions that ATMs be made accessible to and independently usable by persons with vision impairments. The Department of Justice may adopt new accessibility guidelines under the ADA that will include provisions addressing ATMs and how to make them more accessible to the disabled. Under the proposed guidelines that have been published for comment, but not yet adopted, ATM height and reach requirements would be shortened, keypads would be required to be laid out in the manner of telephone keypads, and ATMs would be required to possess speech capabilities, among other modifications. If adopted, these new guidelines would affect the manufacture of ATM equipment going forward, and could require us to retrofit ATMs in our network as those ATMs are refurbished or updated for other purposes. We are committed to ensuring that all of our ATMs comply with all applicable ADA laws. Therefore, we have been developing plans which would bring all of our ATMs into compliance with the new guidelines within the allocated time period. In connection with our E*TRADE Access acquisition, we assumed obligations related to litigation instituted by the National Foundation for the Blind relating to these matters. See “Legal Proceedings.” It is possible that through either a settlement or judgment entered in this lawsuit, our obligations to implement the new accessibility guidelines may be accelerated, but we do not believe such acceleration will result in significant additional costs over our current ADA upgrade effort.

      EPP and Triple DES. Data encryption makes ATMs more tamper-resistant. Two of the more recently developed advanced data encryption methods are commonly referred to as EPP and Triple DES. We have adopted a policy that any new ATMs that we acquire from a manufacturer must be EPP and Triple DES compliant. We have budgeted $10.5 million to accomplish this encryption upgrade all of our ATMs by the end of 2007. We believe this time frame will be acceptable to the major processing networks. However, if we must accelerate our upgrade schedule, we would also be required to significantly accelerate our capital expenditures with respect to these upgrades.

      Surcharge regulation. The imposition of surcharges is not currently subject to federal regulation. There have been, however, various state and local efforts to ban or limit surcharges, generally as a result of activities of consumer advocacy groups that believe that surcharges are unfair to cardholders. Generally, United States federal courts have ruled against these efforts. We are not aware of any existing surcharging bans or limits applicable to us in any of the jurisdictions in which we currently do business. Nevertheless, there can be no assurance that surcharges will not be banned or limited in the cities and states where we operate. Such a ban or limit would have a material adverse effect on us and other ATM operators.

      EFT network regulations. EFT regional networks have adopted extensive regulations that are applicable to various aspects of our operations and the operations of other ATM network operators. The Electronic Fund Transfer Act, commonly known as Regulation E, is the major source of EFT network regulations. The regulations promulgated under Regulation E establish the basic rights, liabilities, and responsibilities of consumers who use electronic fund transfer services and of financial institutions that offer these services. The services covered include, among other services, ATM transactions. Generally, Regulation E requires us to provide notice of the fee to be charged the consumer, establish limits on the consumer’s liability for unauthorized use of his card, provide receipts to the consumer, and establish protest procedures for the consumer. We believe that we are in material compliance with these regulations and, if any deficiencies were discovered, that we would be able to correct them before they had a material adverse impact on our business.

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U.K. Government and Industry Regulation

      Surcharge regulation. In the United Kingdom, the Treasury Select Committee of the House of Commons recently heard evidence from interested parties with respect to surcharges in the ATM industry. This committee was formed to investigate public concerns regarding the ATM industry. We understand that the areas of focus included adequacy of disclosure to ATM customers regarding surcharges, whether ATM providers should be required to provide free services in low-income areas and whether to limit the level of surcharges. The Committee recommended to Parliament that ATMs should be subject to the Banking Code, which is a voluntary code of practice adopted by all financial institutions in the United Kingdom. The U.K. government has yet to signal its acceptance of the Committee’s report. There is no certainty the report will be accepted. Should the report be accepted, the main impact of the Banking Code will be that ATM operators will be required to provide 30 days’ notice to the public prior to converting a surcharge-free ATM to one which charges surcharges. In practice, this notice will be achieved through the posting of signage beside the ATM for the 30 days prior to the change.

      EFT network regulations. The LINK network rules require that ATM machines display an on-screen message notifying the cardholder of applicable fees before a transaction is completed, thus allowing the customer to cancel the transaction without incurring a charge. In addition, effective July 1, 2005, a new Link network rule went into effect requiring ATMs to carry a screen message that notifies potential users prior to card insertion that they will be charged for Link cash withdrawals. From that same date, it became a requirement under Link network rules that a sign, carrying the same message and with lettering of a 14 point minimum size, be located in clear view adjacent to the ATM screen.

Legal Proceedings

      In connection with our E*TRADE Access acquisition, we assumed responsibility for the outcome of a lawsuit instituted in Massachusetts Federal District Court (the “Court”) by the National Foundation for the Blind and the Commonwealth of Massachusetts. In this lawsuit, the plaintiffs initially sought to require us to make all of the ATMs in our network “voice-enabled,” or capable of providing audible instructions to a visually-impaired person upon that person inserting a headset key into an outlet at the ATM. In response to a motion filed by us, on February 22, 2005, the Court ruled that the plaintiffs were not entitled to this relief. Following the Court’s order, the plaintiffs filed an amended petition stating that we have failed to make ATM banking services fully accessible and independently usable by individuals who are blind. We believe that by failing to precisely define what reasonable accommodation the plaintiffs wish to have us implement, the plaintiffs’ amended petition is fatally defective. We have filed a motion for summary judgment on this point requesting the Court to dismiss the case. Likewise the plaintiff’s have filed a motion for summary judgment requesting the Court to issue an injunction requiring us to make our ATMs independently usable by the visually impaired. The Court has conducted an oral hearing on these motions and a ruling is expected at any time.

      Pursuant to the ATM management agreement that we assumed in connection with the acquisition of the Winn-Dixie portfolio in 2003, Winn-Dixie was required to provide us with a rebate for most ATMs that were removed due to its store closures. Additionally, as part of that acquisition, we were designated as the beneficiary of a letter of credit under which we could make draws in the event Winn-Dixie refused to pay such rebates. Subsequent to drawing down the full $3.6 million available under such letter of credit, the former owner of the Winn-Dixie ATM portfolio initiated an arbitration action against us for restitution of a portion of such funds drawn by us. However, such arbitration action was settled in January 2006, the result of which had no material impact on our financial condition or results of operations.

      In the ordinary course of our business, we are subject to periodic lawsuits, investigations and claims. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, we do not believe that any currently pending legal proceeding to which we are a party, other than the litigation discussed above, will have a material adverse effect on our business, results of operations, cash flows or financial condition.

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Employees

      As of December 31, 2005, we had approximately 240 employees, including approximately 46 employees that were acquired as part of the Bank Machine acquisition in May 2005. None of our employees is represented by a union or covered by a collective bargaining agreement. We believe that our relations with our employees are good.

Facilities

      Our principal executive offices are located at 3110 Hayes Road, Suite 300, Houston, Texas 77082, and our telephone number is (281) 596-9988. We lease approximately 26,000 square feet of space under our Houston office lease and approximately 11,000 square feet in warehouse space in Houston, Texas and our satellite office in Temple, Texas. In addition we lease approximately 6,000 square feet of office space in Hatfield, Hertfordshire, England. Our facilities are leased pursuant to operating leases for various terms. We believe that our leases are at competitive or market rates and do not anticipate any difficulty in leasing suitable additional space upon expiration of our current lease terms.

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MANAGEMENT

Executive Officers and Directors

      The following table sets forth the names, ages and positions of our executive officers and directors.

Name	Age		Position
Jack Antonini		52	Chief Executive Officer, President and Director
J. Chris Brewster		56	Chief Financial Officer and Treasurer
Michael H. Clinard		38	Chief Operating Officer
Thomas E. Upton		49	Chief Administrative Officer
Drew Soinski		46	Chief Marketing Officer
Fred R. Lummis		52	Director and Chairman of the Board of Directors
Robert P. Barone		68	Director
Frederick W. Brazelton		34	Director
Ralph H. Clinard		72	Director
Ron Coben		48	Director
Jorge M. Diaz		41	Director
Roger B. Kafker		43	Director
Michael A. R. Wilson		38	Director
Ronald Delnevo		51	Director and Chief Executive of Bank Machine Limited

      The following biographies describe the business experience of our executive officers and directors.

      Jack Antonini has served as our President and Chief Executive Officer and as a director since January 2003. From November 2000 to December 2002, Mr. Antonini served as a consultant for JMA Consulting, providing consulting services to the financial industry. During 2000, Mr. Antonini served as chief executive officer and president of Globeset, Inc., an electronic payment products and services company. From August 1997 to February 2000, Mr. Antonini served as executive vice president of consumer banking at First Union Corporation of Charlotte, N.C. From September 1995 to July 1997, he served as vice chairman and chief financial officer of First USA Corporation, which was acquired by Bank One in June 1997. Mr. Antonini held various positions from March 1985 to August 1995 at San Antonio-based USAA Federal Savings Bank, serving as vice chairman, president and chief executive officer from August 1991 to August 1995. He is a certified public accountant and holds a bachelor of science degree in business and accounting from Ferris State University in Michigan. Mr. Antonini also serves as a director of the Electronic Funds Transfer Association, or EFTA.

      J. Chris Brewster has served as our Chief Financial Officer and Treasurer since joining us in February 2004. From September 2002 until February 2004, Mr. Brewster provided consulting services to various businesses. From October 2001 until September 2002, Mr. Brewster served as executive vice president and chief financial officer of Imperial Sugar Company, a Nasdaq-quoted refiner and marketer of sugar and related products. From March 2000 to September 2001, Mr. Brewster served as chief executive officer and chief financial officer of WorldOil.com, a privately-held Internet, trade magazine, book and catalog publishing business. From January 1997 to February 2000, Mr. Brewster served as a partner of Bellmeade Capital Partners, LLC, a merchant banking firm specializing in the consolidation of fragmented industries. From March 1992 to September 1996, he served as Chief Financial Officer of Sanifill, Inc., a New York Stock Exchange-listed environmental services company. From May 1984 to March 1992, he served as Chief Financial Officer of National Convenience Stores, Inc., a New York Stock Exchange-listed operator of 1,100 convenience stores. He holds a bachelor of science degree in industrial management from the Massachusetts Institute of Technology and a master of business administration from Harvard Business School.

      Michael H. Clinard has served as our Chief Operating Officer since he joined the company in August 1997. He holds a bachelor of science degree in business management from Howard Payne University. Mr. Clinard also serves as a director and treasurer of the ATM Industry Association.

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      Thomas E. Upton has served as our Chief Administrative Officer since February 2004. From June 2001 to February 2004, Mr. Upton served as our Chief Financial Officer and Treasurer. From February 1998 to May 2001, Mr. Upton was the chief financial officer of Allegis Group LLC, a national collections firm. Prior to joining Allegis, Mr. Upton served as a financial executive for several companies. He is a certified public accountant with membership in the Texas Society of Certified Public Accountants, and holds a bachelor of business administration degree from the University of Houston.

      Drew Soinski has served as our Chief Marketing Officer since August 2005. Prior to joining Cardtronics, Mr. Soinski headed up the national sales organization for First Horizon Merchant Services, a leading provider of transaction processing and bankcard acquiring services. Prior to that, Mr. Soinski held various sales and marketing management positions with companies such as National Processing, Inc., TransGlobal, and National Bancard Corporation. He holds a bachelor of science degree in business administration from the University of Central Florida.

      Fred R. Lummis has served as a director and our Chairman of the board since June 2001. Mr. Lummis is a co-founder and managing partner of The CapStreet Group, LLC, CapStreet II, L.P. and CapStreet Parallel II, L.P. From June 1998 to May 2000, Mr. Lummis served as chairman and chief executive officer of Advantage Outdoor Company, an outdoor advertising company. From September 1994 to June 1998, Mr. Lummis served as chairman and chief executive officer of American Tower Corporation, a nationwide communication tower owner and operator. Mr. Lummis now serves as a director of American Tower Corporation, Amegy Bancorporation Inc. and several private companies. Mr. Lummis holds a bachelor of arts degree in economics from Vanderbilt University and a master of business administration degree from the University of Texas at Austin.

      Robert P. Barone has served as a director since September 2001. Mr. Barone has more than 40 years of sales, marketing and executive leadership experience in various positions at Diebold, NCR, Xerox and the EFTA. Since December 1999, Mr. Barone has served as a consultant for SmartNet Associates, Inc., a private financing service. Additionally, from May 1997 to November 1999, Mr. Barone served as Chairman of the Board of PetsHealth Insurance, Inc., a pet health insurance provider. From September 1988 to September 1994, he served as board vice-chairman, president and chief operating officer at Diebold. He holds a bachelor of business administration degree from Western Michigan University and a master of business administration degree from Indiana University. A founder and past chairman of the EFTA, Mr. Barone is now chairman emeritus of the EFTA.

      Frederick W. Brazelton has served as a director since June 2001. Mr. Brazelton is a partner of The CapStreet Group, which he joined in August 2000. From July 1996 to July 1998, Mr. Brazelton worked for Hicks, Muse, Tate & Furst, a private equity firm in Dallas, and from June 1994 to June 1995, he worked for Willis, Stein & Partners, a private equity firm in Chicago. He holds a bachelor of business administration from the Business Honors Program at the University of Texas at Austin and a master of business administration degree from Stanford Graduate School of Business. Mr. Brazelton also serves as the chairman of the board of directors of River Oaks Imaging and Diagnostic Group, Inc., a provider of diagnostic imaging services.

      Ralph H. Clinard has served as a director since June 2001. Mr. Clinard founded the predecessor to our company in 1989 and was with us until he retired as president and chief executive officer in January 2003. Prior to founding our predecessor, Mr. Clinard served with Exxon Corporation, an integrated oil company, working in various positions for almost 30 years. Mr. Clinard holds a bachelor of science degree in mathematics from Muskingum College and a bachelor of science degree in mechanical engineering from Pennsylvania State University. Mr. Clinard is currently retired.

      Ron Coben has served as a director since July 2002. Mr. Coben is currently the president of Think So, LLC, a marketing and business process consulting firm serving financial institutions and non-banking entities. Mr. Coben also served as the President and CEO of MessagePro, Inc. from November 2001 to May 2005. From October 1989 to June 1996, Mr. Coben was senior vice president, and from June 1996 to November 2001, Mr. Coben was executive vice president of consumer and business banking for Bank United Corp., which was acquired by Washington Mutual, Inc. in February 2001. Mr. Coben also served as executive vice

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president at Washington Mutual, Inc. from February 2001 to November 2001. Mr. Coben holds a bachelor of business administration degree from the University of Texas at Austin.

      Jorge M. Diaz has served as a director since December 2004. Mr. Diaz has served as President and Chief Executive Officer of Personix, a division of Fiserv, since April 1994. In January 1985, Mr. Diaz co-founded National Embossing Company, a predecessor company to Personix. Mr. Diaz sold National Embossing Company to Fiserv in April 1994.

      Roger B. Kafker has served as a director since February 2005. Mr. Kafker is a Managing Director at TA Associates and concentrates on management-led buyouts and recapitalizations in growth service businesses in the financial, consumer and healthcare services industries. He serves as a Director of Clayton Holdings, CompBenefits Corporation, Florida Career College and Preferred Freezer Services. Mr. Kafker has served on the Boards of Affiliated Managers Group, Allegis Realty Investors (now UBS Realty Investors), And 1, ANSYS, Boron, LePore & Associates, Cupertino Electric, EYP Mission Critical Facilities, HVL, Monarch Dental Corporation and Thomson Advisory Group (now PIMCO Advisors). Prior to joining TA in 1989, he was employed by Bankers Trust Company of New York, where he worked on leveraged acquisitions. Mr. Kafker received a BA degree, magna cum laude, Phi Beta Kappa, in History from Haverford College and an MBA degree, with Honors, from the Harvard Business School.

      Michael A. R. Wilson has served as a director since February 2005. Mr. Wilson is a Managing Director at TA Associates where he focuses on growth investments and leveraged buyouts of financial services, business services and consumer products companies. He also serves on the Boards of Advisory Research, Inc., Chartered Marketing Services, EYP Mission Critical Facilities and Numeric Investors. He formerly served on the Board of United Pet Group. Prior to joining TA in 1992, Mr. Wilson was a Financial Analyst in Morgan Stanley’s Telecommunications Group. In 1994, he joined Affiliated Managers Group, a TA-backed financial services start-up, as Vice President and a member of the founding management team. Mr. Wilson received a BA degree, with Honors, in Business Administration from the University of Western Ontario and an MBA degree, with Distinction, from the Harvard Business School.

      Ronald Delnevo has served as Managing Director of Bank Machine for four years and has been with Bank Machine (formerly the ATM division of Euronet) since 1998. Prior to joining Bank Machine, Mr. Delnevo served in various consulting roles in the retail sector, served as a board director of Tie Rack PLC for five years and spent seven years with British Airports Authority in various commercial roles. Mr. Delnevo was educated at Heriot Watt University in Edinburgh, and currently holds a degree in business organization and a diploma in personnel management.

Our Board of Directors and Executive Officers

      Our board of directors consists of ten persons. Members of our board are elected at our annual meeting of stockholders for terms expiring upon their resignation or until their successor is duly elected.

      Our executive officers are appointed by the board on an annual basis and serve until removed by the board or their successors have been duly appointed.

Committees of the Board

      Our board of directors has appointed an audit committee, a compensation committee and a nominating committee. The audit committee currently consists of Messrs. Barone, Coben and Clinard with Mr. Barone serving as the committee’s chairman and designated financial expert. The compensation committee currently consists of Messrs. Lummis, Wilson and Diaz and the nominating committee currently consists of Messrs. Lummis, Brazelton, Wilson and Kafker.

      On an annual basis, the audit committee selects, on behalf of our board of directors, an independent public accounting firm to be engaged to audit our financial statements, discuss with the independent auditors their independence, review and discuss the audited financial statements with the independent auditors and management and, once subject to the SEC rules and regulations, will recommend to our board of directors

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whether such audited financials should be included in our Annual Reports on Form 10-K to be filed with the SEC.

      The compensation committee reviews and either approves, on behalf of our board of directors, or recommends to the board of directors for approval (1) the annual salaries and other compensation of our executive officers and (2) individual stock and stock option grants. The compensation committee also provides assistance and recommendations with respect to our compensation policies and practices and assists with the administration of our compensation plans.

      The nominating committee assists our board of directors in fulfilling its responsibilities by identifying and approving individuals qualified to serve as members of our board of directors, selecting director nominees for our annual meetings of stockholders, subject to the nominating requirements contained in our investor’s agreement.

      We do not have a corporate governance committee. The independent directors of our board fulfill the responsibilities of a corporate governance committee by developing and recommending to our board of directors corporate governance guidelines and oversight with respect to corporate governance and ethical conduct.

Director Compensation

      We pay each of our non-employee directors $1,000 per board meeting attended. Directors who are also are employed by us do not receive fees for attending board or committee meetings. All of our directors are reimbursed for their reasonable expenses in attending board and committee meetings. In addition, we are in the process of establishing a plan which would permit each director to receive compensation for board service in the form of common shares and to defer receipt of this compensation for a period of time selected by the director that terminates no later than the date he ceases to be a director.

Executive Compensation

      The table below sets forth summary information concerning the compensation awarded to our chief executive officer and our four other most highly paid executive officers in the year ended December 31, 2005. The individuals listed below are referred to in this registration statement as our named “executive officers”.

Summary Compensation Table

		Annual
		Compensation
Name and Principal Position		Salary			Bonus
Jack Antonini		$	330,750		$	—	(1)
	Chief Executive Officer, President and Director
J. Chris Brewster			236,250			—	(1)
	Chief Financial Officer and Treasurer
Michael H. Clinard			220,500			—	(1)
	Chief Operating Officer
Thomas E. Upton			210,000			—	(1)
	Chief Administrative Officer
Ronald Delnevo(2)			164,232	(3)		—	(1)
	Chief Executive of Bank Machine Limited and Director

(1)	Bonuses earned for the year ended December 31, 2005 were not finalized as of the date of this filing.
(2)	Mr. Delnevo joined us in May 2005 as part of the Bank Machine acquisition.
(3)	Amount converted at an average exchange rate of $1.7818 to £1.00.

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Option Grants in Last Fiscal Year

      The following table sets forth information with respect to all stock options granted by the Company in 2005 to the named executive officers:

	Number of		% of Total
	Securities		Options
	Underlying		Granted to		Exercise or				Grant Date
	Options		Employees in		Base Price		Expiration		Present
	Granted(1)		Fiscal Year		($/Share)		Date		Value $(2)
Ronald Delnevo		40,000		19.0%	$	83.84		5/17/2015	$	311,384

(1)

The ten-year options granted in 2005 vest ratably over four years beginning one year following the date of grant.

(2)

The Black-Scholes option pricing model was utilized to determine the grant date present value of the stock options granted in 2005. Under the Black-Scholes option pricing model, the grant date present value of the stock options referred to in the table above was calculated to be $7.78 per share. The following facts and assumptions were utilized in making such calculation: (a) an unadjusted exercise price $83.84 per share; (b) a fair market value of $83.84 per share on the date of grant; (c) no dividend yield; (d) a term of five years; (e) no volatility; and (f) an assumed risk-free interest rate of 3.82%, which approximated the yield on the five year treasury note on the date of grant. No other discounts or restrictions related to the vesting or the likelihood of vesting of the stock options were applied. The resulting grant date present value per share amount was multiplied by the total number of stock options granted to determine the total grant date present value figure above.

Option Exercises in Last Fiscal Year and Year-End Option Values

      The following table presents information concerning the stock options exercised during the last fiscal year by each of our named executive officers and the fiscal year-end value of unexercised options held by each of our named officers as of December 31, 2005.

					Number of Shares				Value of Unexercised
					Underlying Unexercised				In-the-Money
	Shares				Options at Year-End				Options at Year-End(1)
	Acquired		Value
	on Exercise		Realized		Exercisable		Unexercisable		Exercisable		Unexercisable
Jack Antonini(2)		—		—		—		—	$	—	$	—
J. Chris Brewster		—		—		15,000		30,000	$	477,591	$	955,182
Michael H. Clinard		—		—		18,683		—	$	1,419,859	$	—
Thomas E. Upton		—		—		22,354		1,250	$	1,728,278	$	90,137
Ronald Delnevo		—		—		—		40,000	$	—	$	—

(1)	There was no public market for our common stock on December 31, 2005. Accordingly, we calculated these values based on an estimated price per share of $83.84, as determined by management, less the applicable exercise prices.
(2)	Mr. Antonini only owns restricted shares in the Company and has not been granted any options to purchase the Company’s common stock.

Employment-Related Agreements of Named Executive Officers

      Employment Agreement with Jack Antonini. In January 2003, we entered into an employment agreement with Jack Antonini. Mr. Antonini’s January 2003 employment agreement was last amended in January 2005. Under his employment agreement, Mr. Antonini receives a monthly salary of $27,562 and his term of employment runs through January 31, 2008. In addition, subject to our achieving certain performance standards set by our compensation committee, Mr. Antonini may be entitled to an annual bonus of up to 40% of his base salary. This bonus will be determined in the sole discretion of our compensation committee. Further, should we terminate Mr. Antonini without cause, he will be entitled to receive severance pay equal to his base salary for the lesser of twelve months or the number of months remaining under his employment contract.

      Employment Agreement with Michael H. Clinard. In June 2001, we entered into an employment agreement with Michael H. Clinard. Mr. Clinard’s June 2001 employment agreement was amended in January 2005. Under his employment agreement, Mr. Clinard receives a monthly salary of $18,375 and his term of

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employment runs through January 31, 2008. On each anniversary of the agreement, Mr. Clinard’s annual compensation is subject to increases as determined by our compensation committee in its sole discretion, with such increases being targeted to be 5% of the previous year’s base salary. In addition, subject to our achieving certain performance standards set by our compensation committee, Mr. Clinard may be entitled to an annual bonus of up to 15% of his base salary. This bonus will be determined in the sole discretion of our compensation committee. Further, (a) if he terminates his employment for good reason, as defined in the employment agreement, then he is entitled to continue to receive payments of base salary from us for the lesser of twelve months or the number of months remaining under his employment contract following his termination, and (b) if he dies or becomes totally disabled, as defined in the employment agreement, then he is entitled to receive the difference between his base salary and any disability benefits received by him under our disability benefit plans for the lesser of twelve months or the number of months remaining under his employment contract following his death or disability, as applicable.

      Employment Agreement with Thomas E. Upton. In June 2001, we entered into an employment agreement with Thomas E. Upton. Mr. Upton’s June 2001 employment agreement was amended in January 2005. Under his employment agreement, Mr. Upton receives a monthly salary of $17,500 and his term of employment runs through January 31, 2008. In addition, subject to our achieving certain performance standards set by our compensation committee, Mr. Upton may be entitled to an annual bonus of up to 15% of his base salary. This bonus will be determined in the sole discretion of our compensation committee.

      Employment Agreement with J. Chris Brewster. In March 2004, we entered into an employment agreement with J. Chris Brewster which was amended on February 10, 2005. The amended agreement provides for an initial term ending January 31, 2008. Under the amended employment agreement, Mr. Brewster is entitled to receive a current monthly base salary of $19,687, subject, on each anniversary of the agreement, to increases as determined by our board of directors in its sole discretion, with such increases being targeted to be 5% of the previous year’s base salary. In addition, subject to our achieving certain performance standards set by our compensation committee, Mr. Brewster may be entitled to an annual bonus of up to 40% of his base salary. This bonus will be determined in the sole discretion of our compensation committee. Further, should we terminate Mr. Brewster without cause, or should Mr. Brewster terminate his employment with us for good reason, as defined in the employment agreement, he will be entitled to receive severance pay equal to his base salary for twelve months.

      Employment Agreement with Ronald Delnevo. In May 2005, we entered into an employment agreement with Ronald Delnevo. Such agreement provides for an initial term ending May 17, 2009. Under the agreement, Mr. Delnevo is entitled to receive a current monthly base salary of £11,250, subject, on an annual basis, to increases as determined by our board of directors in its sole discretion, with such increases being targeted at 5% of the previous year’s base salary. Mr. Delnevo is also entitled to the payment of a car allowance totaling £12,000 per annum. In addition, subject to the achievement of certain performance standards as set by our board of directors, Mr. Delnevo may be entitled to an annual bonus of up to 40% of his base salary. Furthermore, Mr. Delnevo is also party to a separate long-term bonus agreement that, upon the achievement of certain financial goals, as outlined in such agreement, would require the payment of an additional bonus amount to Mr. Delnevo subsequent to December 31, 2008. Further, should we terminate Mr. Delnevo without cause, or should Mr. Delnevo terminate his employment with us for good reason, as defined in the agreement, he will be entitled to receive severance pay equal to his base salary for twelve months.

      Common Provisions of Employment-Related Agreements of Named Executive Officers. Several provisions are common to the employment agreements of our named executive officers. For example:

•  Each employment agreement requires the employee to protect the confidentiality of our proprietary and confidential information.

•  Each employment agreement requires that the employee not compete with us or solicit our employees or customers for a period of 24 months following the term of his employment.

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•  Each employment agreement provides that the employee may be paid an annual bonus based on certain factors and objectives set by our compensation committee, with the ultimate amount of any bonus paid determined at the direction of our compensation committee.

Compensation Committee Interlocks and Insider Participation

      None of our executive officers has served as a director or member of the compensation committee of any other entity whose executive officers served as a director or member of our compensation committee.

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RELATED PARTY TRANSACTIONS

Preferred Stock Private Placement

      In February 2005, we issued 894,568 shares of our Series B Convertible Preferred Stock to investment funds controlled by TA Associates, Inc. for aggregate gross proceeds of $75.0 million. In connection with this offering, we also appointed Michael Wilson and Roger Kafker, who are designees of TA Associates, Inc. to our board of directors. Approximately $24.8 million of the net proceeds of this offering were used to redeem all of the outstanding shares of our Series A Preferred Stock from affiliates of The CapStreet Group, LLC. The remaining net proceeds were used to repurchase approximately 24% of our outstanding shares of common stock, and vested options to purchase our common stock, at a price per share of $83.8394, pursuant to an offer to purchase such shares of stock from all of our stockholders on a pro rata basis. As part of this transaction, we repurchased 353,878 shares of our common stock from affiliates of The CapStreet Group for $29.7 million. We also repurchased shares of common stock from our executive officers and directors as described below under “— Transactions with Our Directors and Officers.”

      After the maturity of the notes offered hereby, or February 10, 2012 in the event the notes are no longer outstanding, holders of a majority of the outstanding shares of our Series B Convertible Preferred Stock may cause us to redeem all of the outstanding shares of preferred stock at the original issuance price less any dividends or distributions previously paid on such shares. In the event that we do not have sufficient funds legally available to redeem all outstanding shares of preferred stock upon an election of redemption, we would be required to pay interest on such unpaid amounts of 10% per annum, increasing 0.5% each quarter. If we are unable to redeem all shares of preferred within 180 days of an election of redemption, the holders of our preferred stock would be entitled to appoint a majority of our board of directors.

Investors Agreement

      On June 4, 2001, we entered into an investors agreement with CapStreet II, L.P., CapStreet Parallel II, L.P., Ralph H. Clinard, a current director and our then president and chief executive officer, Michael H. Clinard, our chief operating officer, Brian R. Archer, our executive vice president of marketing, and the other stockholders of the company. We amended and restated our investors agreement in connection with our February 2005 preferred stock offering and further amended our investors agreement in connection with our acquisition of Bank Machine in April 2005. All of our stockholders are parties to the investors agreement.

      The following description of the investors agreement, as amended, may be helpful to your understanding of the relationships among our stockholders. You should be aware that the investors agreement, other than the provisions relating to registration rights, will be terminated in connection with an initial public offering of our common stock.

      Board Composition. Our board of directors consists of ten individuals designated in accordance with our investors agreement. Our stockholders agreed to vote their shares to elect to the board of directors two nominees designated by CapStreet; two nominees designated by TA Associates; Ralph Clinard, for so long as he owns 10% or more of our stock; our Chief Executive Officer; Ronald Delnevo, the Chief Executive Officer of our United Kingdom operations; and up to three additional independent directors nominated by our nominating committee. CapStreet designated Fred R. Lummis and Frederick W. Brazelton as its board nominees and TA Associates designated Michael Wilson and Roger Kafker as its board nominees. Our investors agreement also requires our board of directors to maintain a nominating committee comprised of the CapStreet and TA Associates board nominees and a compensation committee comprised of one CapStreet board nominee, one TA Associate nominee and one independent director.

      Preemptive Rights and Transfer Provisions. Under our investors agreement, if we propose to issue shares of our common stock, other than in connection with a public offering, issuances to employees and directors and certain corporate transactions, we must provide each of our stockholders who is an accredited investor the opportunity to purchase a pro rata amount of such securities. In addition, in the event a stockholder proposes to transfer any of our shares of common stock, each of our other stockholders has the

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right to purchase such shares. We have a right of first refusal to purchase any such shares that are not purchased by our stockholders.

      Repurchase Option. Under the investors agreement, if any employee who is employed pursuant to a written employment agreement is terminated from employment with us for cause (as defined in their respective employment agreements with us), then we, at our option, may purchase all of the securities held by such person for a purchase price equal to the fair market value of such securities.

      Business Opportunities. CapStreet and TA Associates are private equity funds, and they invest in, have representatives who serve on the board of directors and other governing boards of, serve as officers of, provide services to and have minority and controlling ownership interests in existing and future portfolio companies. We have agreed that, except for opportunities that come to the attention of any of the board designees of CapStreet or TA Associates, in his or her capacity as a director of the company, the relationship between us and CapStreet and TA Associates will not prohibit any of them from engaging in activities related to their operations as private equity fund for their own account, or require any of them to make any business opportunities available to us, even if any of their activities or business opportunities competes with the our business.

      Registration Rights. The investors agreement grants each of CapStreet and TA Associates the right to demand that we file a registration statement with the SEC to register the sale of all or a portion of their shares of common stock. Subject to certain limitations, we will be obligated to register these shares upon the demand of CapStreet or TA Associates, for which we will be required to pay the registration expenses. In connection with any such demand registration, the other stockholders who are parties to the investors agreement may be entitled to include their shares in that registration under certain piggyback registration rights granted under the investors agreement to these other stockholders. In addition, if we propose to register equity securities for our own account, the stockholders who are parties to the investors agreement may be entitled to include their shares in that registration as well. In connection with any registration, we will pay the expenses of any such selling stockholders and indemnify each holder of registrable securities covered by a registration statement against liabilities arising out of or related to such registration statement or the preliminary registration statement or registration statement included as part of such registration statement.

Transactions with our Directors and Officers

      Fred R. Lummis, the chairman of our board of directors, is also a managing director of The CapStreet Group, LLC, the ultimate general partner of CapStreet II, L.P. and CapStreet Parallel II, L.P., our shareholders. Frederick W. Brazelton, one of our directors, is also a partner of The CapStreet Group, LLC. CapStreet II, L.P. and CapStreet Parallel II, L.P. together own a majority interest in MessagePro, Inc., and Fred R. Lummis and Frederick W. Brazelton are each members of the board of directors of MessagePro, Inc. Michael Wilson and Roger Kafker, our directors, are each managing directors of TA Associates, affiliates of which are our shareholders and own a majority of our outstanding shares of Series B Preferred Stock.

      Prior to the completion of this exchange offer, we had loans outstanding to the following executive officers: Mr. Antonini, who borrowed $940,800 from us during 2003 to purchase 80,000 of our restricted shares, of which $867,314 is currently outstanding, including accrued interest; Mr. Michael Clinard, who borrowed $292,342 from us during 2003 to exercise stock options and purchase 43,484 shares of our common stock, of which $233,298 is currently outstanding, including accrued interest; and Mr. Upton, who borrowed $131,205 from us during 2003 to exercise stock options and purchase 21,104 shares of our common stock, of which $104,708 is currently outstanding, including accrued interest. Additionally, Mr. Ralph Clinard borrowed $442,319 from us during 2003 to exercise stock options and purchase 64,938 shares of our common stock. Mr. Ralph Clinard repaid his loan in full on January 15, 2004. The rate of interest on each of these loans is 5% per annum. Additionally, during 2003 we made loans in an aggregate amount of approximately $500,000 to some of our non-executive officers sufficient for those non-executive officers to exercise stock options, of which approximately $323,790 is currently outstanding. The interest rate on these loans is 5% per annum. It is currently anticipated that the above-referenced loans with our executive officers will be repaid in full, including any accrued but unpaid interest related thereto, on or before February 28, 2006. Such repayments

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shall be made either in cash or by the tendering of shares of our common stock, as currently held by such executive officers, at fair market value as determined by an independent third-party appraisal firm.

      In 2003, our board of directors approved the issuance of 80,000 shares of restricted stock to Jack Antonini in exchange for a promissory note in the amount of $940,800, or $11.76 per share. The terms of his restricted stock award are set forth in a restricted stock agreement between us and Mr. Antonini. Beginning on the date of grant, Mr. Antonini, as the owner of the shares, has the right to vote his shares. Under the restricted stock agreement, we may repurchase a portion of Mr. Antonini’s shares prior to January 20, 2007 in some circumstances such as the termination of his employment for cause. The agreement also contained a provision allowing Mr. Antonini to “put” to us an amount of his restricted shares sufficient to retire the entire unpaid principal balance of the promissory note plus accrued interest. On February 4, 2004, we and Mr. Antonini amended the restricted stock agreement to remove Mr. Antonini’s “put” right. Mr. Antonini is a signatory to our investors agreement and has tag-along rights thereunder with respect to the restricted shares, meaning that if any securityholder that is a party to the investors agreement proposes to transfer greater than 5% of our outstanding securities, Mr. Antonini will have the right to transfer a pro rata portion of his restricted shares.

      Pursuant to our offer to repurchase shares of our common stock using a portion of the net proceeds from our February 2005 preferred stock offering, we purchased shares of our common stock from each of our executive officers and directors at a price per share of $83.8394. We purchased 9,492 shares from Jack Antonini, 23,453 shares from Michael Clinard, 7,956 shares from Thomas Upton, and 130,737 shares from Ralph Clinard.

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PRINCIPAL STOCKHOLDERS

      The following table sets forth information regarding the beneficial ownership of our common stock as of December 31, 2005:

•  each person known to us to beneficially own more than 5% of the outstanding shares of our common stock;

•  each of the executive officers identified in the summary compensation table;

•  each of our directors; and

•  all directors and named executive officers as a group.

      Footnote 1 below provides a brief explanation of what is meant by the term “beneficial ownership.” Except as indicated in the footnotes to this table and subject to applicable community property laws, the persons named in this table have the sole voting power with respect to all shares of common stock listed as beneficially owned by them. The address for each executive officer and director set forth below, unless otherwise indicated, is c/o Cardtronics, Inc., 3110 Hayes Road, Suite 300, Houston, Texas 77082. The address of each of CapStreet II, L.P., CapStreet Parallel II, L.P., and Messrs. Lummis and Brazelton is c/o The CapStreet Group, LLC, 600 Travis Street, Suite 6110, Houston, Texas 77002. The address of TA Associates, Inc. and Messrs. Wilson and Kafker is c/o TA Associates, High Street Tower, 125 High Street, Suite 2500, Boston, Massachusetts 02110.

	Number of Shares		Percent of
	of Common Stock		Common Stock
Name of Beneficial Owner(1)	Beneficially Owned		Beneficially Owned
5% Stockholders:
CapStreet II, L.P.		1,017,958		35.1	%
CapStreet Parallel II, L.P.		119,501		4.1	%
TA Associates, Inc.(2)		894,568		30.9	%
Ralph H. Clinard(3)		420,225		14.5	%
Directors and Executive Officers:
Fred R. Lummis(4)		1,137,459		39.2	%
Michael Wilson(5)		894,568		30.9	%
Roger Kafker(6)		894,568		30.9	%
Jack Antonini		70,508		2.4	%
Michael H. Clinard(7)		75,382		2.6	%
Thomas E. Upton(8)		35,502		1.2	%
J. Chris Brewster(9)		15,000		*
Ronald Delnevo(10)		13,209		*
Robert P. Barone(11)		4,316		*
Frederick W. Brazelton		—		—
Ron Coben(12)		4,316		*
Jorge M. Diaz(13)		1,250		*
All executive officers and directors as a group (13 persons)		2,898,941		90.8	%

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*	Less than 1% of the outstanding common stock.
(1)	“Beneficial ownership” is a term broadly defined by the SEC in Rule 13d-3 under the Exchange Act, and includes more than the typical forms of stock ownership, that is, stock held in the person’s name. The term also includes what is referred to as “indirect ownership,” meaning ownership of shares as to which a person has or shares investment or voting power. For the purpose of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares as of December 31, 2005 that such person or group has the right to acquire within 60 days after such date.
(2)	The shares owned by TA Associates, Inc. through certain of its affiliated funds, including TA IX L.P., TA/ Atlantic and Pacific IV L.P., TA/ Atlantic and Pacific V L.P., TA Strategic Partners Fund A L.P., TA Strategic Partners Fund B L.P., TA Investors II, L.P., which we collectively refer to as the TA Funds, are Series B Preferred shares which are convertible into our common stock on a share for share basis.
(3)	Mr. Clinard is a member of our board of directors.
(4)	The shares indicated as being beneficially owned by Mr. Lummis are owned directly by CapStreet II, L.P. and CapStreet Parallel II, L.P. Mr. Lummis serves as a Managing Director of The CapStreet Group, the ultimate general partner of both CapStreet II, L.P. and CapStreet Parallel II, L.P. As such, Mr. Lummis may be deemed to have a beneficial ownership of the shares owned by CapStreet II, L.P. and CapStreet Parallel II, L.P. Mr. Lummis disclaims beneficial ownership of such shares.
(5)	Mr. Wilson serves as a Managing Director of TA Associates, Inc., the ultimate general partner of the TA Funds. As such, Mr. Wilson may be deemed to have a beneficial ownership of the shares owned by the TA Funds. Mr. Wilson disclaims beneficial ownership of such shares.
(6)	Mr. Kafker serves as a Managing Director of TA Associates, Inc., the ultimate general partner of the TA Funds. As such, Mr. Kafker may be deemed to have a beneficial ownership of the shares owned by the TA Funds. Mr. Kafker disclaims beneficial ownership of such shares.
(7)	Includes options to purchase 18,683 shares of common stock exercisable by Michael H. Clinard.
(8)	Includes options to purchase 22,354 shares of common stock exercisable by Thomas E. Upton.
(9)	Represents options to purchase 15,000 shares of common stock exercisable by J. Chris Brewster.
(10)	Represents Series B Preferred shares which are convertible into our common stock on a share for share basis.
(11)	Represents options to purchase 4,316 shares of common stock exercisable by Robert P. Barone.
(12)	Represents options to purchase 4,316 shares of common stock exercisable by Ron Coben.
(13)	Represents options to purchase 1,250 shares of common stock exercisable by Jorge Diaz.

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DESCRIPTION OF OTHER INDEBTEDNESS

Bank Credit Facilities

      In connection with the Bank Machine acquisition, we amended our existing bank credit facilities with BNP Paribas and Bank of America, N.A. and certain other lenders as a first lien senior credit facility and entered into a second lien facility with Banc of America Bridge LLC, as agent. A portion of the proceeds of these new credit facilities were used to finance the Bank Machine acquisition. The revolving credit facility under the first lien credit facility can be used for financing acquisitions, capital expenditures and general corporate purposes, including working capital needs. The commitments under these credit facilities totaled $300.0 million, consisting of (1) a $125.0 million five-year first lien senior term loan facility, (2) a $100.0 million five-year first lien revolving credit facility, and (3) a $75.0 million second lien bridge facility.

      In August 2005, the first lien senior term loan facility and the second lien facility were repaid in full with the net proceeds from our senior subordinated notes offering and additional borrowings under our revolving credit facility. Additionally, the revolving credit facility was increased to a maximum borrowing capacity of $150.0 million immediately following such offering. However, such borrowing capacity is limited in practice by certain financial covenants contained in the facility. As of September 30, 2005, we had approximately $41.8 million outstanding under the facility, and the ability to borrow an additional $37.1 million based on the covenants contained in such facility. Any amounts drawn under such facility are not due until the facility’s maturity date in May 2010.

      Borrowings under the bank credit facility bear interest at a variable rate based upon LIBOR or prime rate, at our option. At September 30, 2005, the weighted average interest rate on our borrowings was approximately 6.8%. Borrowings are secured by a lien on substantially all of our domestic subsidiaries’ assets (excluding equity interests in foreign subsidiaries). The borrowings are also secured by the equity interests in our direct foreign subsidiaries and the direct subsidiaries of our domestic subsidiaries (limited to 66% of the voting interests in direct foreign subsidiaries and 100% of the non-voting interests in such direct foreign subsidiaries).

      The bank credit facility contains various restrictive covenants and other usual and customary terms and conditions of facilities of the same type, including prohibitions on payment of cash dividends, restrictions on certain other distributions and restricted payments, and limitations on selling assets and transferring property, entering into mergers or similar transactions, incurrence of debt, creation of liens, making investments, engaging in transactions with affiliates, making capital expenditures and entering into sale and leaseback transactions. We are also required to maintain certain financial ratios.

      The bank credit facility also contains customary events of default, including any defaults by us or any of our subsidiaries in the payment or performance of any other indebtedness over certain threshold levels. Upon an occurrence of an event of default under our bank credit facilities, a majority of the lenders under such bank credit facilities may cause the agent to, among other things, terminate the commitment to lend credit, if any, and declare the outstanding indebtedness immediately due and payable.

      In addition to the above domestic credit facility, Bank Machine has a £2.0 million unsecured overdraft and borrowing facility that expires in July 2006. Such facility, which bears interest at 1.75% over the bank’s base rate (currently 4.50%), will be utilized for general corporate purposes for our United Kingdom operations. No borrowings were outstanding under such facility as of September 30, 2005. However, on September 22, 2005, Bank Machine posted a £275,000 bond under such facility, and in return received the same amount in cash back from the bank. Such cash amount was previously held by the bank as collateral for one of Bank Machine’s existing vault cash programs. The outstanding bond is akin to a letter of credit, and as such, reduces the amount available for future borrowings under the facility to £1.725 million.

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DESCRIPTION OF THE NEW NOTES

      The New Notes will be issued, and the outstanding notes were issued, under an Indenture dated as of August 12, 2005 (the “Indenture”) among the Company, the Initial Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), in a private transaction that is not subject to the registration requirements of the Securities Act. See “Notice to Investors.” The terms of the New Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

      The following description is a summary of the material provisions of the Indenture. It does not restate that agreement in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the New Notes. The Company has filed the Indenture for an exhibit to the registration statement of which this prospectus is a part.

      You can find the definitions of certain terms used in this description below under the caption “— Certain Definitions.” Certain defined terms used in this description but not defined below under the caption “— Certain Definitions” have the meanings assigned to them in the Indenture. In this description, the word “Company” refers only to Cardtronics, Inc. and not to any of its subsidiaries and the “Notes” refer to the New Notes and the outstanding notes.

      If the exchange offer contemplated by this prospectus (the “Exchange Offer”) is consummated, Holders of outstanding notes who do not exchange those notes for new notes in the Exchange Offer will vote together with Holders of new notes for all relevant purposes under the Indenture. In that regard, the Indenture requires that certain actions by the Holders thereunder (including acceleration following an Event of Default) must be taken, and certain rights must be exercised, by specified minimum percentages of the aggregate principal amount of the outstanding securities issued under the Indenture. In determining whether Holders of the requisite percentage in principal amount have given any notice, consent or waiver or taken any other action permitted under the Indenture, any outstanding notes that remain outstanding after the Exchange Offer will be aggregated with the new notes, and the Holders of such outstanding notes and the new notes will vote together as a single series for all such purposes. Accordingly, all references herein to specified percentages in aggregate principal amount of the notes outstanding shall be deemed to mean, at any time after the Exchange Offer is consummated, such percentages in aggregate principal amount of the outstanding notes and the new notes then outstanding.

Brief Description of the Notes

      The Notes:

•  are general unsecured obligations of the Company;

•  are subordinated in right of payment to all existing and future Senior Debt of the Company, including the Indebtedness of the Company under the Credit Agreement;

•  are pari passu in right of payment with all existing and any future senior subordinated Indebtedness of the Company;

•  are senior in right of payment to all existing and any future subordinated Indebtedness of the Company;

•  are guaranteed by the Guarantors as described under “— Note Guarantees”; and

•  are effectively subordinated to all existing and any future Indebtedness and other liabilities of the Company’s Subsidiaries that are not Guarantors.

      As of September 30, 2005, the Company and Initial Guarantors had outstanding Indebtedness of approximately $41.8 million, all of which was Senior Debt, and the Company’s subsidiaries that are not guaranteeing the Notes had approximately $15.1 million of indebtedness and other liabilities, not including intercompany liabilities.

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      As of the date of this prospectus, all of our subsidiaries are “Restricted Subsidiaries.” However, under the circumstances described below under the caption “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate certain of our subsidiaries as “Unrestricted Subsidiaries.” Any Unrestricted Subsidiaries will not be subject to any of the restrictive covenants in the Indenture and will not guarantee the Notes.

      Any outstanding notes that remain outstanding after the completion of the Exchange Offer, together with the new notes issued in connection with the Exchange Offer and any other notes issued under the indenture then outstanding, will be treated as a single class of securities under the Indenture.

Principal, Maturity and Interest

      The Indenture provides for the issuance by the Company of Notes with an unlimited principal amount, of which $200.0 million were issued on August 12, 2005. The Company may issue additional notes (the “Additional Notes”) from time to time. Any offering of Additional Notes is subject to all of the covenants of the Indenture, including the covenant described below under the caption “— Certain Covenants — Incurrence of Indebtedness”. The Notes and any Additional Notes subsequently issued under the Indenture would be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Company will issue Notes in denominations of $1,000 and integral multiples of $1,000. The Notes will mature on August 15, 2013.

      Interest on the Notes will accrue at the rate of 9.250% per annum and will be payable semi-annually in arrears on February 15 and August 15, commencing on February 15, 2006. The Company will make each interest payment to the Holders of record on the immediately preceding February 1 and August 1. Any Additional Interest due will be paid on the same dates as interest on the Notes. See “— Registration Rights; Additional Interest.”

      Interest on the New Notes will accrue from August 12, 2005 or, if interest has already been paid, on the Notes, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

      If a Holder has given wire transfer instructions to the Company, the Company will pay all principal, interest and premium and Additional Interest, if any, on that Holder’s Notes in accordance with those instructions. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within The City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

Paying Agent and Registrar for the Notes

      The Trustee will initially act as Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders, and the Company or any of its Subsidiaries may act as Paying Agent or Registrar.

Transfer and Exchange

      A Holder may transfer or exchange Notes in accordance with the Indenture and the procedures described in “Notice to Investors.” The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

      The registered Holder of a Note will be treated as the owner of it for all purposes.

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Note Guarantees

      The Notes are guaranteed, jointly and severally, by the Initial Guarantors. Each Note Guarantee:

•  is a general unsecured obligation of that Guarantor;

•  is subordinated in right of payment to all existing and future Senior Debt of that Guarantor, including the Guarantee by that Guarantor of Indebtedness under the Credit Agreement;

•  is pari passu in right of payment with all existing and any future senior subordinated Indebtedness of that Guarantor; and

•  is senior in right of payment to all existing and any future subordinated Indebtedness of that Guarantor.

      Each Note Guarantee will be subordinated to the prior payment in full of all Senior Debt of that Guarantor. The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors — The guarantees may not be enforceable because of fraudulent conveyance laws.” As of September 30, 2005, the Initial Guarantors had outstanding Indebtedness of approximately $41.8 million, all of which was Guarantees of Indebtedness under the Credit Agreement, and the Company’s subsidiaries that are not guaranteeing the Notes had approximately $15.1 million of indebtedness and other liabilities, not including intercompany liabilities. See “— Certain Covenants — Guarantees.”

Subordination

      The payment of principal, interest and premium and Additional Interest, if any, on the Notes is subordinated to the prior payment in full in cash or Cash Equivalents of all Senior Debt of the Company, including Senior Debt of the Company Incurred after the Issue Date.

      The holders of Senior Debt of the Company are entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of Senior Debt of the Company (including interest after the commencement of any bankruptcy proceeding at the rate specified in the documentation for the applicable Senior Debt of the Company) before the Holders of Notes are entitled to receive any payment with respect to the Notes (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the trusts described below under the captions “— Legal Defeasance and Covenant Defeasance” or “— Satisfaction and Discharge”), in the event of any distribution to creditors of the Company in connection with:

      (1) any liquidation or dissolution of the Company;

      (2) any bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property;

      (3) any assignment for the benefit of creditors; or

      (4) any marshaling of the Company’s assets and liabilities.

      The Company also may not make any payment in respect of the Notes (except in Permitted Junior Securities or from the trusts described under the captions “— Legal Defeasance and Covenant Defeasance”) if:

      (1) a default (a “payment default”) in the payment of principal, premium or interest on Designated Senior Debt of the Company occurs and is continuing; or

      (2) any other default (a “nonpayment default”) occurs and is continuing on any series of Designated Senior Debt of the Company that permits holders of that series of Designated Senior Debt of the Company to accelerate its maturity, and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from a representative of the holders of such Designated Senior Debt.

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      Payments on the Notes may and will be resumed:

      (1) in the case of a payment default on Designated Senior Debt of the Company, upon the date on which such default is cured or waived; and

      (2) in case of a nonpayment default on Designated Senior Debt of the Company, the earlier of (x) the date on which such default is cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received and (z) the date the Trustee receives notice from the representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless, in each case, the maturity of such Designated Senior Debt of the Company has been accelerated.

      No new Payment Blockage Notice may be delivered unless and until:

      (1) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and

      (2) all scheduled payments of principal, interest and premium and Additional Interest, if any, on the Notes that have come due have been paid in full in cash or Cash Equivalents.

      No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.

      If the Trustee or any Holder of the Notes receives a payment in respect of the Notes (except in Permitted Junior Securities or from the trusts described below under the captions “— Legal Defeasance and Covenant Defeasance”) when:

      (1) the payment is prohibited by these subordination provisions; and

      (2) the Trustee or the Holder has actual knowledge that the payment is prohibited (provided that such actual knowledge will not be required in the case of any payment default on Designated Senior Debt),

the Trustee or the Holder, as the case may be, will hold such payment in trust for the benefit of the holders of Senior Debt of the Company. Upon the proper written request of the holders of Senior Debt of the Company or, if there is any payment default on any Designated Senior Debt, the Trustee or the Holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt of the Company or their proper representative.

      The Company must promptly notify holders of its Senior Debt if payment of the Notes is accelerated because of an Event of Default.

      As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of the Company, Holders of Notes may recover less ratably than other creditors of the Company.

      Payments under the Note Guarantee of each Guarantor are subordinated to the prior payment in full of all Senior Debt of such Guarantor, including Senior Debt of such Guarantor Incurred after the Issue Date, on the same basis as provided above with respect to the subordination of payments on the Notes by the Company to the prior payment in full of Senior Debt of the Company. See “Risk Factors — Your right to receive payments on the notes will be junior to our existing and future senior debt, and the guarantees of the notes are junior to all of the guarantors’ existing and future senior debt.”

      “Designated Senior Debt” means:

      (1) any Indebtedness outstanding under the Credit Agreement; and

      (2) to the extent permitted under the Credit Agreement, any other Senior Debt permitted under the Indenture the amount of which is $25.0 million or more and that has been designated by the Company as “Designated Senior Debt.”

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      “Permitted Junior Securities” means:

      (1) Equity Interests in the Company or any Guarantor or any other business entity provided for by a plan or reorganization; and

      (2) debt securities of the Company or any Guarantor or any other business entity provided for by a plan of reorganization that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to the same extent as, or to a greater extent than, the Notes and the Note Guarantees are subordinated to Senior Debt under the Indenture.

      “Senior Debt” of any Person means:

      (1) all Indebtedness of such Person outstanding under the Credit Agreement and all Hedging Obligations with respect thereto, whether outstanding on the Issue Date or Incurred thereafter;

      (2) any other Indebtedness of such Person permitted to be Incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is Incurred expressly provides that it is on a parity with or is subordinated in right of payment to the Notes or any Note Guarantee; and

      (3) all Obligations with respect to the items listed in the preceding clauses (1) and (2) (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law).

      Notwithstanding anything to the contrary in the preceding paragraph, Senior Debt will not include:

      (1) any liability for federal, state, local or other taxes owed or owing by the Company or any Guarantor;

      (2) any Indebtedness of the Company or any Guarantor to any of their Subsidiaries or other Affiliates;

      (3) any trade payables;

      (4) the portion of any Indebtedness that is Incurred in violation of the Indenture, provided that a good faith determination by the Board of Directors of the Company evidenced by a Board Resolution, or a good faith determination by the Chief Financial Officer of the Company evidenced by an officer’s certificate, that any Indebtedness being incurred under the Credit Agreement is permitted by the Indenture will be conclusive;

      (5) any Indebtedness of the Company or any Guarantor that, when Incurred, was without recourse to the Company or such Guarantor;

      (6) any repurchase, redemption or other obligation in respect of Disqualified Stock or Preferred Stock; or

      (7) any Indebtedness owed to any employee of the Company or any of its Subsidiaries.

Optional Redemption

      At any time prior to August 15, 2008, the Company may redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) at a redemption price of 109.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:

      (1) at least 65% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or its Affiliates); and

      (2) the redemption must occur within 45 days of the date of the closing of such Equity Offering.

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      At any time prior to August 15, 2009, the Company may redeem all or part of the Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (1) 100% of the principal amount thereof, plus (2) the Applicable Premium as of the date of redemption, plus accrued and unpaid interest, if any, to the date of redemption.

      Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to August 15, 2009.

      On or after August 15, 2009, at any time or from time to time, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below:

Year	Percentage
2009		104.625	%
2010		102.313	%
2011 and thereafter		100.000	%

      If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

      (1) if the Notes are listed on any national securities exchange, in compliance with the requirements of such principal national securities exchange; or

      (2) if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee will deem fair and appropriate.

      No Notes of $1,000 or less will be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional.

      If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption will become due on the date fixed for redemption. On and after the redemption date, interest will cease to accrue on Notes or portions of them called for redemption.

Mandatory Redemption

      The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Repurchase at the Option of Holders

Change of Control

      If a Change of Control occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment (a “Change of Control Payment”) in cash equal to not less than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, thereon, to the date of repurchase (the “Change of Control Payment Date,” which date will be no earlier than the date of such Change of Control). No later than 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, which date will be no earlier than 30 days and no later than 60 days from the date

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such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

      On the Change of Control Payment Date, the Company will, to the extent lawful:

      (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

      (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

      (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

      The Paying Agent will promptly mail or wire transfer to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof.

      Prior to complying with the provisions of this covenant, but in any event no later than 30 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

      The Credit Agreement currently prohibits the Company from purchasing any Notes, and also provides that certain change of control events with respect to the Company would constitute a default under the Credit Agreement. Any future credit agreements or other agreements relating to Senior Debt to which the Company becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of its senior lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to the Holders of Notes.

      The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

      The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

      The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the

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phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to repurchase such Notes as a result of a sale, transfer, conveyance or other disposition of less than all of the assets of the Company and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

      The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

      (1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

      (2) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets or a combination of both. For purposes of this provision, each of the following will be deemed to be cash:

      (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its terms subordinated to the Notes or any Note Guarantee and liabilities to the extent owed to the Company or any Affiliate of the Company) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written novation agreement that releases the Company or such Restricted Subsidiary from further liability therefor;

      (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion); and

      (c) any Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregated Fair Market Value, taken together with all other Designated Non-Cash consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) 5.0% of the Company’s Consolidated Net Assets as of the date or receipt of such Designated Non-Cash Consideration and (y) $15.0 million (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

      Within 540 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option:

      (1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or

      (2) to purchase Replacement Assets (or enter into a binding agreement to purchase such Replacement Assets; provided that (x) such purchase is consummated within 90 days after the date of such binding agreement and (y) if such purchase is not consummated, within the period set forth in subclause (x), the Net Proceeds not so applied will be deemed to be Excess Proceeds (as defined below)).

Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

      On the 541st day after an Asset Sale or such earlier date, if any, as the Company determines not to apply the Net Proceeds relating to such Asset Sale as set forth in the preceding paragraph (each such date being referred to as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted in the preceding paragraph (“Excess Proceeds”) will be applied by the Company to make an offer (an “Asset Sale Offer”) to

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all Holders of Notes and all holders of other Indebtedness that ranks pari passu in right of payment with the Notes or any Note Guarantee containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased using the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash.

      The Company may defer the Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $10.0 million resulting from one or more Asset Sales, at which time the entire unutilized amount of Excess Proceeds (not only the amount in excess of $10.0 million) will be applied as provided in the preceding paragraph. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness will be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, Excess Proceeds subject to such Asset Sale and still held by the Company will no longer be deemed to be Excess Proceeds.

      The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

      The Credit Agreement currently prohibits the Company from purchasing any Notes, and also provides that certain asset sale events with respect to the Company would constitute a default under the Credit Agreement. Any future credit agreements or other agreements relating to Senior Debt to which the Company becomes a party may contain similar restrictions and provisions. In the event an Asset Sale occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of its senior lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to the Holders of Notes.

Certain Covenants

Restricted Payments

      (A) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

      (1) declare or pay (without duplication) any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends, payments or distributions (x) payable in Equity Interests (other than Disqualified Stock) of the Company or (y) to the Company or a Restricted Subsidiary of the Company);

      (2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company or any of its Restricted

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Subsidiaries) any Equity Interests of the Company, or any Restricted Subsidiary thereof held by Persons other than the Company or any of its Restricted Subsidiaries;

      (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or any Note Guarantees, except (a) a payment of interest or principal at the Stated Maturity thereof or (b) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or

      (4) make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

      (1) no Default or Event of Default will have occurred and be continuing or would occur as a consequence thereof; and

      (2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness”; and

      (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (3), (4), (5), (6) and (10) of the next succeeding paragraph (B)), is less than the sum, without duplication, of:

      (a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

      (b) 100% of the aggregate net cash proceeds and the Fair Market Value of assets other than cash received by the Company since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock) of the Company or from the Incurrence of Indebtedness of the Company that has been converted into or exchanged for such Equity Interests (other than Equity Interests sold to, or Indebtedness held by, a Subsidiary of the Company), plus

      (c) with respect to Restricted Investments made by the Company and its Restricted Subsidiaries after the Issue Date, an amount equal to the net reduction in such Restricted Investments in any Person resulting from repayments of loans or advances, or other transfers of assets, in each case to the Company or any Restricted Subsidiary or from the net cash proceeds from the sale of any such Restricted Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income), from the release of any Guarantee (except to the extent any amounts are paid under such Guarantee) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, not to exceed, in each case, the amount of Restricted Investments previously made by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary after the Issue Date; plus

      (d) the amount by which Indebtedness of the Company is reduced on the Company’s most recent quarterly balance sheet upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of the Company convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash or the Fair Market Value of any other property distributed by the Company upon such conversion or exchange) plus the amount of any cash

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received by the Company upon such conversion or exchange; provided, however, that such amount may not exceed the net proceeds received by the Company or any of its Restricted Subsidiaries from the conversion or exchange of such Indebtedness (excluding net proceeds from conversion or exchange by a Subsidiary of the Company or by an employee ownership plan or by a trust established by the Company or any of its Subsidiaries for the benefit of their employees).

      (B) The preceding provisions will not prohibit, so long as, in the case of clauses (7) and (12) below, no Default has occurred and is continuing or would be caused thereby:

      (1) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the Indenture;

      (2) the payment of any dividend by a Restricted Subsidiary of the Company to the holders of its Common Stock on a pro rata basis;

      (3) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness or Disqualified Stock of the Company or any Guarantor or of any Equity Interests of the Company or any Restricted Subsidiary in exchange for, or out of the net cash proceeds of a contribution to the Equity Interests (other than Disqualified Stock) of the Company or a substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests (other than Disqualified Stock) of the Company; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (3) (b) of the preceding paragraph (A);

      (4) the defeasance, redemption, repurchase or other acquisition of Indebtedness subordinated to the Notes or the Note Guarantees with the net cash proceeds from an Incurrence of Permitted Refinancing Indebtedness;

      (5) Investments acquired as a capital contribution to, or in exchange for, or out of the net cash proceeds of a substantially concurrent offering of, Equity Interests (other than Disqualified Stock) of the Company; provided that the amount of any such net cash proceeds that are utilized for any such acquisition or exchange will be excluded from clause (3) (b) of the preceding paragraph (A);

      (6) the repurchase of Capital Stock deemed to occur upon the exercise of options or warrants to the extent that such Capital Stock represents all or a portion of the exercise price thereof;

      (7) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company held by any current or former employee or director of the Company (or any of its Restricted Subsidiaries) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement entered into in the ordinary course of business; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in a calendar year does not exceed $2.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years (without giving effect to the following proviso)) and does not exceed $6.0 million in aggregate; provided further that such amount in any calendar year may be increased by an amount not to exceed (A) the net cash proceeds received by the Company from the sale of Equity Interests (other than Disqualified Stock) of the Company to members of management or directors of the Company and its Restricted Subsidiaries that occurs after the Issue Date (to the extent such cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments) plus (B) the net cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the Issue Date, less (C) the amount of any Restricted Payments made pursuant to clauses (A) and (B) of this clause (7);

      (8) payments in respect of management fees to any of the Principals pursuant to agreements in effect on the Issue Date as described in this Registration statement in an amount not to exceed an aggregate amount of $500,000 in any calendar year;

      (9) payments of dividends on Disqualified Stock otherwise permitted under Indenture;

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      (10) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company;

      (11) payments of dividends on the Company’s common stock following the first bona fide underwritten public offering of common stock of the Company after the Closing Date, of up to 6% per annum of the net cash proceeds received by the Company from such public offering; provided however, that (A) at the time of payment of any such dividend, no Default will have occurred and be continuing (or result therefrom), and (B) the aggregate amount of all dividends paid under this clause (11) will not exceed the aggregate amount of net proceeds received by the Company from such public offering; and

      (12) other Restricted Payments in an aggregate amount not to exceed $10.0 million.

      The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. Not later than the date of making any Restricted Payment, the Company will deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this “Restricted Payments” covenant were computed, together with a copy of any opinion or appraisal required by the Indenture.

Incurrence of Indebtedness

      The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness; provided, however, that the Company or any Guarantor may Incur Indebtedness or Disqualified Stock if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness or Disqualified Stock is Incurred would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness or Disqualified Stock had been Incurred at the beginning of such four-quarter period.

      The first paragraph of this covenant will not prohibit the Incurrence of the following items of Indebtedness (collectively, “Permitted Debt”):

      (1) the Incurrence by the Company or any Guarantor of Indebtedness under Credit Facilities (including, without limitation, the Incurrence by the Company and the Guarantors of Guarantees thereof) in an aggregate amount at any one time outstanding pursuant to this clause (1) not to exceed $200.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary thereof to permanently repay any such Indebtedness pursuant to the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales”; provided that a Restricted Subsidiary that is not a Domestic Subsidiary or a Guarantor of Indebtedness under the Credit Facilities may incur Indebtedness pursuant to this clause (1), together with Indebtedness Incurred pursuant to clause (9) of this “Incurrence of Indebtedness” covenant, in an aggregate amount, after giving effect to such Incurrence, at any time outstanding not to exceed the greater of (a) $25.0 million or (b) 40% of the aggregate Consolidated Net Assets of such Restricted Subsidiaries;

      (2) the Incurrence of Existing Indebtedness;

      (3) the Incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the Issue Date;

      (4) the Incurrence by the Company or any Guarantor of Indebtedness represented by Capital Lease Obligations, mortgage financings, construction loans or purchase money obligations for property acquired in the ordinary course of business, in each case Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used by the Company or any such Guarantor, in an aggregate amount, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (4), not to exceed 7.5% of the Company’s Consolidated Net Assets at any time outstanding;

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      (5) the Incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be Incurred under the first paragraph of this covenant or clause (2), (3), (4), (5), or (10) of this paragraph;

      (6) the Incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries; provided, however, that:

      (a) if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor;

      (b) Indebtedness owed to the Company or any Guarantor must be evidenced by an unsubordinated promissory note, unless the obligor under such Indebtedness is the Company or a Guarantor; and

      (c) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, will be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

      (7) the Guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be Incurred by another provision of this covenant; or

      (8) the Incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

      (9) the Incurrence by any Restricted Subsidiary other than a Domestic Subsidiary of Indebtedness in an aggregate amount at any time outstanding, after giving effect to such Incurrence and together with any Indebtedness Incurred under the proviso in clause (1) of this “Incurrence of Indebtedness” covenant, not to exceed the greater of (a) $25 million or (b) 40% of the Consolidated Net Assets of any such Restricted Subsidiaries; or

      (10) the Incurrence by the Company or any Guarantor of additional Indebtedness in an aggregate amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (10), not to exceed the greater of (a) $15.0 million or (b) 5% of the Consolidated Net Assets of the Company.

      For purposes of determining compliance with this covenant, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (10) above, or is entitled to be Incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness originally classified as Incurred pursuant to clauses (1) through (10) above may later be reclassified by the Company such that it will be deemed as having been Incurred pursuant to another of such clauses to the extent that such reclassified Indebtedness could be incurred pursuant to such new clause at the time of such reclassification. Notwithstanding the foregoing, Indebtedness under the Credit Agreement outstanding on the Issue Date will be deemed to have been Incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt.

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      Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that may be Incurred pursuant to this covenant will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

Limitation on Senior Subordinated Debt

      The Company will not Incur any Indebtedness that is subordinate in right of payment to any Senior Debt of the Company unless it ranks pari passu or subordinate in right of payment to the Notes. No Guarantor will Incur any Indebtedness that is subordinate or junior in right of payment to the Senior Debt of such Guarantor unless it ranks pari passu or subordinate in right of payment to such Guarantor’s Note Guarantee. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Company or any Guarantor, as applicable, solely by reason of Liens or Guarantees arising or created in respect of such other Indebtedness of the Company or any Guarantor or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Liens

      The Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind securing Indebtedness (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured (or, in the case of Indebtedness subordinated to the Notes or the Note Guarantees, prior or senior thereto, with the same relative priority as the Notes will have with respect to such subordinated Indebtedness) until such time as such obligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

      The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

      (1) pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Company or any of its Restricted Subsidiaries or pay any liabilities owed to the Company or any of its Restricted Subsidiaries;

      (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

      (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

      However, the preceding restrictions will not apply to encumbrances or restrictions:

      (1) existing under, by reason of or with respect to the Credit Agreement, Existing Indebtedness or any other agreements in effect on the Issue Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those contained in the Credit Agreement, Existing Indebtedness or such other agreements, as the case may be, as in effect on the Issue Date;

      (2) set forth in the Indenture, the Notes and the Note Guarantees;

      (3) existing under, by reason of or with respect to applicable law;

      (4) with respect to any Person or the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the

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Person so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition;

      (5) in the case of clause (3) of the first paragraph of this covenant:

      (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,

      (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary thereof not otherwise prohibited by the Indenture;

      (C) any encumbrance or restriction arising or existing by reason of construction loans or purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations, in each case to the extent permitted under the Indenture;

      (D) customary restrictions imposed on the transfer of intellectual property in connection with licenses of such intellectual property in the ordinary course of business;

      (E) encumbrances or restrictions existing under or by reason of provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements, in each case to the extent permitted under the Indenture, so long as any such encumbrances or restrictions are not applicable to any Person (to its property or assets) other than such joint venture or a Subsidiary thereof; or

      (F) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof;

      (6) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition; and

      (7) on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.

Merger, Consolidation or Sale of Assets

      The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving Person) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

      (1) either: (a) the Company is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition will have been made (i) is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) assumes all the obligations of the Company under the Notes, the Indenture and, to the extent applicable, the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

      (2) immediately after giving effect to such transaction no Default or Event of Default exists;

      (3) immediately after giving effect to such transaction on a pro forma basis, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition will have been made, will be

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permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness.”

      (4) each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this covenant, will have by amendment to its Note Guarantee confirmed that its Note Guarantee will apply to the obligations of the Company or the surviving Person in accordance with the Notes and the Indenture.

      (5) the Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computation to demonstrate compliance with clause (3) above) and Opinion of Counsel, in each case stating that such transaction and such agreement complies with this covenant and that all conditions precedent provided for in this covenant relating to such transaction have been complied with.

      Upon any consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with this covenant, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, conveyance or other disposition is made will succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, conveyance or other disposition, the provisions of the Indenture referring to the “Company” will refer instead to the successor corporation and not to the Company), and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor Person had been named as the Company in the Indenture.

      In addition, the Company and its Restricted Subsidiaries may not, directly or indirectly, lease all or substantially all the properties or assets of the Company and its Restricted Subsidiaries considered as one enterprise, in one or more related transactions, to any other Person. Clause (3) above of this covenant will not apply to any merger, consolidation or sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries.

Transactions with Affiliates

      The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into, make, amend, renew or extend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

      (1) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a Person that is not an Affiliate of the Company or any of its Restricted Subsidiaries; and

      (2) the Company delivers to the Trustee:

      (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this covenant, and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company; and

      (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing.

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      The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

      (1) transactions between or among the Company and/or its Restricted Subsidiaries;

      (2) payment of reasonable and customary fees to, and reasonable and customary indemnification and similar payments on behalf of, directors of the Company;

      (3) Restricted Payments that are permitted by the provisions of the Indenture described above under the covenants described under the caption “— Restricted Payments” including, without limitation, payments included in the definition of “Permitted Investments”; and

      (4) any sale of Equity Interests (other than Disqualified Stock) of the Company;

      (5) the receipt by the Company of any capital contribution from its shareholders;

      (6) transactions pursuant to agreements or arrangements in effect on the Issue Date and described in this registration statement, or any amendment, modification, or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified or supplemented or replaced, taken as a whole, is not more disadvantageous to the Company and its Restricted Subsidiaries than the original agreements or arrangements in existence on the Issue Date;

      (7) payment by the Company of management or other similar fees to any of the Principals pursuant to any agreement or arrangement in an aggregate amount not to exceed $500,000 in any calendar year; and

      (8) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by the Company or any of its Restricted Subsidiaries with officers and employees of the Company or any of its Restricted Subsidiaries and the payment of compensation to officers and employees of the Company or any of its Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), so long as such agreement or payment has been approved by the Board of Directors of the Company.

Designation of Restricted and Unrestricted Subsidiaries

      The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary; provided that:

      (1) any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under the covenant described above under the caption “— Incurrence of Indebtedness,” and any lien on the property of the Restricted Subsidiary will be permitted to exist under the covenant described above under the caption “— Liens;”

      (2) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of such Subsidiary) will be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under the covenant described above under the caption “— Restricted Payments”;

      (3) the Subsidiary being so designated:

      (a) except as permitted by the covenant described above under the caption “— Transaction with Affiliates,” is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

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      (b) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

      (c) has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; and

      (4) no Default or Event of Default would be in existence following such designation.

      Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements and such failure continues for a period of 30 days, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness, Investments, or Liens on the property, of such Subsidiary will be deemed to be Incurred or made by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness, Investments or Liens are not permitted to be Incurred or made as of such date under the Indenture, the Company will be in default under the Indenture.

      The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

      (1) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under the covenant described under the caption “— Incurrence of Indebtedness;”

      (2) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under the covenant described above under the caption “— Restricted Payments”;

      (3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the covenant described under the caption “— Liens”; and

      (4) no Default or Event of Default would be in existence following such designation.

Limitation on Issuances and Sales of Preferred Stock in Restricted Subsidiaries

      The Company will not, and will not permit any Restricted Subsidiary to, transfer, convey, sell, lease or otherwise dispose of any Preferred Stock in any Restricted Subsidiary of the Company that is not a Guarantor to any Person (other than the Company or a Restricted Subsidiary of the Company), unless:

      (1) such transfer, conveyance, sale, lease or other disposition is of all the Equity Interest in such Restricted Subsidiary owned by the Company and its Restricted Subsidiaries; and

      (2) the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales.”

      In addition, the Company will not permit any Restricted Subsidiary of the Company that is not a Guarantor to issue any of its Preferred Stock (other than, if necessary, shares of its Capital Stock constituting directors’ qualifying shares or issuances of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable law) to any Person other than to the Company or a Restricted Subsidiary of the Company.

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Guarantees

      If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than an Immaterial Subsidiary) on or after the Issue Date, then that newly acquired or created Domestic Subsidiary must become a Guarantor of the Notes and execute a supplemental indenture and deliver an Opinion of Counsel with respect to such Guarantee. Any Immaterial Subsidiary that no longer meets the definition of Immaterial Subsidiary must become a Guarantor of the Notes in accordance with the following paragraph.

      The Company will not permit any Domestic Subsidiary (including any Immaterial Subsidiary), directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any other Restricted Subsidiary thereof unless such Restricted Subsidiary is a Guarantor or simultaneously executes and delivers to the Trustee an Opinion of Counsel and a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee will be senior to, or pari passu with, such Subsidiary’s Guarantee of such other Indebtedness unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt.

      A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless:

      (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

      (2) either:

      (a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and assumes all the obligations of that Guarantor under the Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or

      (b) such sale or other disposition or consolidation or merger complies with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales.”

      The Note Guarantee of a Guarantor will be released:

      (1) in connection with any sale or other disposition of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale of all such Capital Stock of that Guarantor complies with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales”;

      (2) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under the Indenture; or

      (3) solely in the case of a Note Guarantee created pursuant to the second paragraph of this covenant, upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to this covenant, except a discharge or release by or as a result of payment under such Guarantee.

Business Activities

      The Company will not, and will not permit any Restricted Subsidiary thereof to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

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Payments for Consent

      The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

      The Company will furnish to the Trustee and, upon request, to the Holders a copy of all of the information and reports referred to in clauses (1) and (2) below, if such information and reports are not filed electronically with the Commission, within the time periods specified in the Commission’s rules and regulations:

      (1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

      (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

      After consummation of this Exchange Offer, whether or not required by the Commission, the Company will comply with the periodic reporting requirements of the Exchange Act and will file the reports specified in the preceding paragraph with the Commission within the time periods specified above unless the Commission will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the Commission.

      If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries or if any of the Company’s Subsidiaries are not Guarantors, then the Company will include a reasonably detailed discussion of the financial condition and results of operations of such Unrestricted Subsidiary, or if more than one, of such Unrestricted Subsidiaries, taken as a whole and of such non-Guarantor Subsidiaries taken as a whole, separately in each case, in the section of the Company’s quarterly and annual financial information required by this covenant under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and further, in the case of the non-Guarantor Subsidiaries, also include a presentation of the financial condition and results of operations of such non-Guarantor Subsidiaries on the face of the financial statements or in the footnotes thereto, separate from the financial condition and results of operations of the Company and its Restricted Subsidiaries.

      In addition, the Company and the Guarantors have agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

      Each of the following is an Event of Default:

      (1) default for 30 days in the payment when due of interest on, or Additional Interest with respect to, the Notes whether or not prohibited by the subordination provisions of the Indenture;

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      (2) default in payment when due (whether at maturity, upon acceleration, redemption or otherwise) of the principal of, or premium, if any, on the Notes, whether or not prohibited by the subordination provisions of the Indenture;

      (3) failure by the Company or any of its Restricted Subsidiaries to consummate a purchase of the Notes when required by the provisions described under the captions “— Repurchase at the Option of Holders — Change of Control,” or “— Repurchase at the Option of Holders — Asset Sales” or failure to comply with “— Certain Covenants — Merger, Consolidation or Sale of Assets”;

      (4) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes outstanding to comply with any of the other agreements in the Indenture;

      (5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary) (or the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:

      (a) is caused by a failure to make any payment when due at the final maturity of such Indebtedness (a “Payment Default”); or

      (b) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more;

      (6) failure by the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary) to pay final judgments (to the extent such judgments are not paid or covered by insurance provided by a reputable carrier that has the ability to perform and has acknowledged coverage in writing) aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

      (7) except as permitted by the Indenture, any Note Guarantee will be held in any judicial proceeding to be unenforceable or invalid or will cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, will deny or disaffirm its obligations under its Note Guarantee; and

      (8) certain events of bankruptcy or insolvency with respect to the Company, any Guarantor or any Restricted Subsidiary that is a Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary).

      In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Guarantor or any Restricted Subsidiary that is a Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the event of default; provided, however, that so long as any Indebtedness permitted to be Incurred pursuant to the Credit Agreement will be outstanding, that acceleration will not be effective until the earlier of (1) an acceleration of Indebtedness under the Credit Agreement; or (2) five Business Days after receipt by the Company, and Agent under the Credit Agreement of written notice of the acceleration of the Notes.

      In the event of a declaration or acceleration of the Notes because an Event of Default described in clause (5) above has occurred and is continuing, the declaration of acceleration of the notes will be

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automatically annulled if the payment default or other default triggering such Event of Default pursuant to clause (5) above is remedied or cured by the Company or any of its Restricted Subsidiaries or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto and if (a) annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the notes that became due solely because of the acceleration of the Notes, have been cured or waived.

      Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Additional Interest) if it determines that withholding notice is in their interest.

      The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Additional Interest on, or the principal of, the Notes. The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes. A Holder may not pursue any remedy with respect to the Indenture or the Notes unless:

      (1) the Holder gives the Trustee written notice of a continuing Event of Default;

      (2) the Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy;

      (3) such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;

      (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

      (5) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction that is inconsistent with the request.

      However, such limitations do not apply to the right of any Holder of a Note to receive payment of the principal of, premium or Additional Interest, if any, or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, which right will not be impaired or affected without the consent of the Holder.

      In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes, then the premium specified in the first paragraph of “— Optional Redemption” will also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

      The Company is required to deliver to the Trustee annually within 90 days after the end of each fiscal year a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of

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Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

      No director, officer, employee, incorporator, stockholder, member, manager or partner of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

      The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding Notes and all obligations of the Guarantors discharged with respect to their Note Guarantees (“Legal Defeasance”) except for:

      (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on such Notes when such payments are due from the trust referred to below;

      (2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

      (3) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s and the Guarantors’ obligations in connection therewith; and

      (4) the Legal Defeasance provisions of the Indenture.

      In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Guarantors released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and all obligations of the Guarantors with respect to the Guarantees discharged, and; thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes or the Guarantees. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “Events of Default” will no longer constitute Events of Default with respect to the Notes.

      In order to exercise either Legal Defeasance or Covenant Defeasance:

      (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

      (2) in the case of Legal Defeasance, the Company will have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

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      (3) in the case of Covenant Defeasance, the Company will have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

      (4) no Default or Event of Default will have occurred and be continuing either: (a) on the date of such deposit; or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit);

      (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

      (6) the Company must have delivered to the Trustee an Opinion of Counsel to the effect that, (1) assuming no intervening bankruptcy of the Company or any Guarantor between the date of deposit and the 123rd day following the deposit and assuming that no Holder or the Trustee is deemed to be an “insider” of the Company under the United States Bankruptcy Code and the New York Debtor and Creditor Law, and assuming that the deposit is not otherwise deemed to be to or for the benefit of an “insider” of the Company under the United States Bankruptcy Code and the New York Debtor and Creditor Law, and assuming that no Holder or the Trustee is deemed to be an “initial transferee” or “mediate transferee” of a “transfer” within the meaning of Section 550 of the United States Bankruptcy Code, after the 123rd day following the deposit, the transfer of the trust funds pursuant to such deposit will not be subject to avoidance pursuant to Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law and (2) the creation of the defeasance trust does not violate the Investment Company Act of 1940;

      (7) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

      (8) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

      Except as provided in the next two succeeding paragraphs, the Indenture, the Notes and the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

      Without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):

      (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

      (2) reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes (other than any provision with respect to the covenant described under the caption “Repurchase at the Options of Holders — Asset Sales” or

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“Repurchase at the Option of Holders — Change of Control” or “Merger, Consolidation and Sale of Assets”);

      (3) reduce the rate of, or change the time for payment of, interest on any Note;

      (4) waive a Default or Event of Default in the payment of principal of, or interest, or premium or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

      (5) make any Note payable in money other than U.S. dollars;

      (6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on, the Notes;

      (7) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture;

      (8) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees;

      (9) except as otherwise permitted under the covenants described under the captions “— Certain Covenants — Guarantees,” consent to the assignment or transfer by the Company or any Guarantor of any of their rights or obligations under the Indenture; or

      (10) make any change in the preceding amendment and waiver provisions.

      In addition, any amendment to or waiver of, any of the provisions of the Indenture or the related definitions affecting the subordination or ranking of the Notes or any Note Guarantee in any manner adverse to the Holders will require the consent of the Holders of at least 75% in the aggregate amount of the Notes then outstanding, otherwise the Company may not amend or waive any such provisions.

      Notwithstanding the preceding, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes:

      (1) to cure any ambiguity, defect or inconsistency;

      (2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

      (3) to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets;

      (4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the legal rights under the Indenture of any such Holder, including the addition of any new Note Guarantee;

      (5) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

      (6) to comply with the provisions described under “— Certain Covenants — Guarantees,” including to reflect the release of a Guarantee of the Notes in accordance with the Indenture;

      (7) to secure the Notes and/or Guarantees of the Notes;

      (8) to evidence and provide for the acceptance of appointment by a successor Trustee; or

      (9) to provide for the issuance of Additional Notes in accordance with the Indenture.

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Satisfaction and Discharge

      The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

      (1) either:

      (a) all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

      (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption;

      (2) no Default or Event of Default will have occurred and be continuing on the date of such deposit or will occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

      (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

      (4) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

      In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

      If the Trustee becomes a creditor of the Company or any Guarantor, the Indenture and the Trust Indenture Act limit its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

      The Indenture provides that in case an Event of Default will occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder will have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Certain Definitions

      Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

      “Additional Interest” means all additional interest owing on the Notes pursuant to the Registration Rights Agreement.

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      “Affiliate” of any specified Person means (1) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (2) any executive officer or director of such specified Person. For purposes of this definition, “control,” as used with respect to any Person, will mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” will have correlative meanings.

      “Applicable Premium” means, with respect to a Note at any date of redemption, the greater of (1) 1.0% of the principal amount of such Note and (2) the excess of (A) the present value at such date of redemption of (i) the redemption price of such Note at August 15, 2009 (such redemption price being described under “— Optional Redemption”) plus (ii) all remaining required interest payments due on such Note through August 15, 2009 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Note.

      “Asset Sale” means:

      (1) the sale, lease, conveyance or other disposition of any assets, other than a transaction governed by the provisions of the Indenture described above under the caption “— Repurchase at the Option of Holders — Change of Control” and/or the provisions described above under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets;” and

      (2) the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale by the Company or any Restricted Subsidiary thereof of Equity Interests in any of its Subsidiaries (other than directors’ qualifying shares and shares issued to foreign nationals to the extent required by applicable law).

      Notwithstanding the preceding, the following items will be deemed not to be Asset Sales:

      (1) any single transaction or series of related transactions that involves assets or Equity Interests having a Fair Market Value of less than $1.0 million;

      (2) a transfer of assets or Equity Interests between or among the Company and its Restricted Subsidiaries;

      (3) an issuance or sale of Equity Interests by a Restricted Subsidiary of the Company to the Company or to another Restricted Subsidiary;

      (4) the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business;

      (5) the sale or other disposition of Cash Equivalents;

      (6) dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings;

      (7) a Restricted Payment that is permitted by the covenant described above under the caption “— Certain Covenants — Restricted Payments” and any Permitted Investments;

      (8) any sale or disposition of any property or equipment that has become damaged, worn out, or obsolete; and

      (9) the creation of a Lien not prohibited by the Indenture.

      “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent

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condition. The terms “Beneficial Owners”, “Beneficially Owns” and “Beneficially Owned” will have a corresponding meaning.

      “Board of Directors” means:

      (1) with respect to a corporation, the board of directors of the corporation or, except in the context of the definitions of “Change of Control” and “Continuing Directors,” a duly authorized committee thereof;

      (2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

      (3) with respect to any other Person, the board or committee of such Person serving a similar function.

      “Board Resolution” means a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors of the Company and to be in full force and effect on the date of such certification.

      “Business Day” means any day other than a Legal Holiday.

      “Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

      “Capital Stock” means:

      (1) in the case of a corporation, any corporate stock;

      (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

      (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

      (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

      “Cash Equivalents” means:

      (1) United States dollars, or in the case of a Subsidiary other than a Domestic Subsidiary, such local currencies held by it in the ordinary course of business;

      (2) securities issued or directly and fully guaranteed or insured by the United States government, or any member state of the European Union in which the Company or any Subsidiary operates or anticipates operating within the 12 months, or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) maturing, unless such securities are deposited to defease any Indebtedness, not more than one year from the date of acquisition;

      (3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a rating at the time of acquisition thereof of P-1 or better from Moody’s Investors Service, Inc. or A-1 or better from Standard & Poor’s Rating Services;

      (4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

      (5) commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and in each case maturing within one year after the date of acquisition;

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      (6) securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America , or any member state of the European Union in which the Company or any Subsidiary operates or anticipates operating within the next 12 months, or by any political subdivision or taxing authority thereof, rated at least “A” by Moody’s Investors Service, Inc. or Standard &Poor’s Rating Services and having maturities of not more than six months from the date of acquisition;

      (7) in the case of any Restricted subsidiary located in a country that is outside the United States and the European Union (in which the Company or its Restricted Subsidiary is operating or anticipates operating within the next 12 months), any substantially similar investment to the kinds described in clauses (1) through (6) of this definition obtained in the ordinary course of business and rated the lower of (i) at least P-1 by Moody’s or A-1 by S&P or the equivalent thereof and (ii) the highest ranking obtainable in the applicable jurisdiction; and

      (8) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition.

      “Change of Control” means the occurrence of any of the following:

      (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than to any of the Principals or Related Parties;

      (2) the adoption of a plan relating to the liquidation or dissolution of the Company;

      (3) prior to the first public offering of Common Stock of the Company, the Principals or the Related Parties cease to be the ultimate Beneficial Owners, directly or indirectly, of a majority in the aggregate of the total voting power of the Voting Stock of the Company, on a fully diluted basis, whether as a result of issuance of securities of the Company, any merger, consolidation, liquidation or dissolution of the Company or a Parent, or any direct of indirect transfer of securities by the Company, or otherwise (for the avoidance of doubt, pro rata distributions in kind of Equity Interests of the Company by any Principal to its general and/or limited partners will be disregarded for this clause (3));

      (4) on and following the first public offering of Common Stock of the Company, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than any of the Principals or Related Parties, becomes the ultimate Beneficial Owner, directly or indirectly, of 50% or more of the voting power of the Voting Stock of the Company;

      (5) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or

      (6) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance), and any transaction where immediately after such transaction, no “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), becomes, directly or indirectly, the ultimate Beneficial Owner of 50% or more of the voting power of the Voting Stock of the surviving or transferee Person.

      “Commission” means the U.S. Securities and Exchange Commission.

      “Common Stock” means, with respect to any Person, any Capital Stock (other than Preferred Stock) of such Person, whether outstanding on the Issue Date or issued thereafter.

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      “Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:

      (1) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

      (2) Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that any such Fixed Charges were deducted in computing such Consolidated Net Income; plus

      (3) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

      (4) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue consistent with past practice;

in each case, on a consolidated basis and determined in accordance with GAAP.

      Solely for the purpose of determining the amount available for Restricted Payments under “— Certain Covenants — Restricted Payments,” notwithstanding the preceding, the provision for taxes based on the income or profits of, the Fixed Charges of and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of the Company will be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company (A) in the same proportion that the Net Income of such Restricted Subsidiary was added to compute such Consolidated Net Income of the Company and (B) only to the extent that a corresponding amount would be permitted at the date of determination to be dividended or distributed to the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

      “Consolidated Net Assets” of any Person means, as of any date, the amount which in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, as of the end of the most recently ended fiscal quarter for which internal financial statements are available, less current liabilities; provided that, for purposes of determining Consolidated Net Assets, the principal amount of any intercompany Indebtedness that would otherwise be included in the definition of “current liabilities” under GAAP, will not be so included to the extent that such intercompany Indebtedness is expressly subordinated by its terms to the Indebtedness evidenced by the Notes and the Guarantees.

      “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

      (1) the Net Income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the specified Person or a Restricted Subsidiary thereof;

      (2) Solely for the purpose of determining the amount available for Restricted Payments under “— Certain Covenants — Restricted Payments,” the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation

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applicable to that Restricted Subsidiary or its equity holders, unless such restriction has been waived: provided that Consolidated Net Income for such Restricted Subsidiary will be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Restricted Subsidiary in respect to such period, to the extent not already included therein;

      (3) the Net Income of any Person acquired during the specified period for any period prior to the date of such acquisition will be excluded;

      (4) the cumulative effect of a change in accounting principles will be excluded;

      (5) the amortization or write off of fees and expenses incurred in connection with the acquisition or integration of a Permitted Business or assets used in a Permitted Business will be excluded;

      (6) any net after tax gain (or loss) realized upon the sale or other disposition of any assets of the Company, its Consolidated Subsidiaries or any other Person (including pursuant to any sale-and- leaseback arrangement) which is not sold or otherwise disposed of in the ordinary course of business and any net after tax gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person will be excluded;

      (7) extraordinary gains or losses will be excluded;

      (8) any non-cash compensation charge or expense realized from grants of stock, stock appreciation or similar rights, stock option or other rights to officers, directors and employees or the Company or any of its Restricted Subsidiaries will be excluded; and

      (9) any unusual, nonoperating or nonrecurring gain, loss, charge or write-down of assets will be excluded.

      “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:

      (1) was a member of such Board of Directors on the Issue Date; or

      (2) was nominated for election or elected to such Board of Directors (i) with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election or (ii) the nominating committee of the Board of Directors so long as it consists of Continuing Directors appointed to serve on the nominating committee in accordance with the First Amended and Restated Investors Agreement dated February 10, 2005.

      “Credit Agreement” means that certain Third Amended and Restated First Lien Credit Agreement, dated as of May 17, 2005, by and among the Company and the other lenders named therein, providing for up to $30 million in term loan borrowings and up to $150 million of revolving credit borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced, restructured, increased, supplemented or refinanced in whole or in part from time to time, regardless of whether such amendment, restatement, modification, renewal, refunding, replacement, restructuring, increase, supplement or refinancing is with the same financial institutions or otherwise.

      “Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper facilities, in each case with banks or other institutional lenders, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

      “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

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      “Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

      “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 123 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “— Certain Covenants — Restricted Payments.” The term “Disqualified Stock” will also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one year after the date on which the Notes mature. For the avoidance of doubt, the existing Preferred Stock is not Disqualified Stock.

      “Domestic Subsidiary” means any Restricted Subsidiary of the Company other than a Restricted Subsidiary that is (1) a “controlled foreign corporation” under Section 957 of the Internal Revenue Code (a) whose primary operating assets are located outside the United States and (b) that is not subject to tax under Section 882(a) of the Internal Revenue Code of the United States because of a trade or business within the United States or (2) a Subsidiary of an entity described in the preceding clause (1).

      “Equity Offering” means any public or private placement of Capital Stock (other than Disqualified Stock) of the Company (other than pursuant to a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of the Company) to any Person other than any Subsidiary thereof.

      “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

      “European Union” means the European Union or any successor thereto as constituted on the date of determination.

      “Existing Indebtedness” means the aggregate amount of Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement or under the Notes and the related Note Guarantees) in existence on the Issue Date after giving effect to the application of the proceeds of (1) the Notes and (2) any borrowings made under the Credit Agreement on the Issue Date, until such amounts are repaid.

      “Existing Preferred Stock” means the Company’s Series B Convertible Preferred Stock.

      “Fair Market Value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors of the Company, whose determination, unless otherwise specified below, will be conclusive if evidenced by a Board Resolution. Notwithstanding the foregoing, (1) the Board of Directors’ determination of Fair Market Value must be evidenced by a Board Resolution attached to an Officers’ Certificate delivered to the Trustee if the Fair Market Value exceeds $5.0 million and (2) the Board of Directors’ determination of Fair Market Value must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $25.0 million.

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      “Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

      (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, excluding amortization of debt issuance costs and the expensing of any financing fees, but including original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus

      (2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

      (3) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

      (4) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary of the Company, in each case, on a consolidated basis and in accordance with GAAP.

      “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of such period.

      In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

      (1) acquisitions and dispositions of business entities or property and assets constituting a division or line of business of any Person that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on a pro forma basis, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

      (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, will be excluded;

      (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; and

      (4) consolidated interest expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate will be computed as if the average rate in effect from the beginning of the applicable period to the Calculation Date (taking into account any interest rate option, swap, cap or similar agreement applicable to such Indebtedness if such agreement has a remaining term in excess of 12 months or,if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period; and

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      (5) if any Indebtedness is incurred under a revolving credit facility and is being given pro forma effect in such calculation, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation to the extent that such Indebtedness was incurred solely for working capital purposes.

      “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date.

      “Government Securities” means securities that are direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged.

      “Guarantee” means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.

      “Guarantors” means:

      (1) the Initial Guarantors; and

      (2) any other subsidiary that executes a Note Guarantee in accordance with the provisions of the Indenture;

and their respective successors and assigns until released from their obligations under their Note Guarantees and the Indenture in accordance with the terms of the Indenture.

      “Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

      (1) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements with respect to interest rates;

      (2) commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements with respect to commodity prices; and

      (3) foreign exchange contracts, currency swap agreements and other agreements or arrangements with respect to foreign currency exchange rates.

      “Holder” means a Person in whose name a Note is registered.

      “Immaterial Subsidiary” means, as of any date of determination, any Restricted Subsidiary whose total assets as of the most recently completed fiscal quarter were less than $1.0 million and whose total revenues for the most recently completed 12-month fiscal period did not exceed $1.0 million; provided that a Restricted Subsidiary will not be deemed to be an Immaterial Subsidiary if (1) such Restricted Subsidiary directly or indirectly guarantees any Indebtedness of the Company or any other Subsidiary or (2) either the total assets or total revenues of such Restricted Subsidiary exceeds the amount set forth above.

      “Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, guarantee or otherwise become directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness (and “Incurrence” and “Incurred” will have meanings correlative to the foregoing); provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Company will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Company and (2) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Stock or Preferred Stock (to the extent

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provided for when the Indebtedness or Disqualified Stock or Preferred Stock on which such interest or dividend is paid was originally issued) will be considered an Incurrence of Indebtedness; provided that, in each case, the amount thereof is for all other purposes included in the Fixed Charges and Indebtedness of the Company or its Restricted Subsidiary as accrued.

      “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

      (1) in respect of borrowed money;

      (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

      (3) in respect of banker’s acceptances;

      (4) in respect of Capital Lease Obligations;

      (5) in respect of the balance deferred and unpaid of the purchase price of any property or services, except any such balance that constitutes an accrued expense or trade payable;

      (6) representing Hedging Obligations;

      (7) representing Disqualified Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends;

      (8) in the case of a Subsidiary of such Person, representing Preferred Stock valued at greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends.

      In addition, the term “Indebtedness” includes (x) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), provided that the amount of such Indebtedness will be the lesser of (A) the Fair Market Value of such asset at such date of determination and (B) the amount of such Indebtedness, (y) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person, and (z) Preferred Stock issued by any Restricted Subsidiary. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock which does not have a fixed repurchase price will be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock, as applicable, as if such Disqualified Stock or Preferred Stock were repurchased on any date on which Indebtedness will be required to be determined pursuant to the Indenture.

      The amount of any Indebtedness outstanding as of any date will be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and will be:

      (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

      (2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

      Notwithstanding the foregoing, the following items of Indebtedness will be permitted:

      (1) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence;

      (2) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit in respect of workers’ compensation claims or self-insurance obligations or bid, performance or surety bonds (in each case, other than for an obligation for borrowed money);

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      (3) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit or in the Incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or Incurrence;

      (4) the Incurrence by the Company of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes;

      (5) any Indebtedness which has been defeased in accordance with GAAP; and

      (6) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the amount so indemnified or otherwise Incurred does not exceed the gross proceeds actually received by the Company or any Restricted Subsidiary thereof in connection with such disposition.

      “Initial Guarantors” means all of the Domestic Subsidiaries of the Company.

      “Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans or other extensions of credit (including Guarantees), advances, capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

      If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company that is a Guarantor such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company and a Guarantor, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Investment in such Subsidiary not sold or disposed of. The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person.

      “Issue Date” means the date of original issuance of the Notes under the Indenture.

      “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City of New York or at a place of payment are authorized or required by law, regulation or executive order to remain closed.

      “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

      “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

      “Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends, excluding, however:

      (1) any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any sale of assets outside the ordinary course of business of such Person; or

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(b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

      (2) any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss).

      “Net Proceeds” means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof) received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of

      (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting, investment banking and brokerage fees, and sales commissions, and any relocation expenses incurred as a result thereof,

      (2) taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements,

      (3) amounts required to be applied to the repayment of Indebtedness or other liabilities, secured by a Lien on the asset or assets that were the subject of such Asset Sale, or is required to be paid as a result of such sale,

      (4) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP,

      (5) in the case of any Asset Sale by a Restricted Subsidiary of the Company, payments to holders of Equity Interests in such Restricted Subsidiary in such capacity (other than such Equity Interests held by the Company or any Restricted Subsidiary thereof) to the extent that such payment is required to permit the distribution of such proceeds in respect of the Equity Interests in such Restricted Subsidiary held by the Company or any Restricted Subsidiary thereof; and

      (6) appropriate amounts to be provided by the Company or its Restricted Subsidiaries as a reserve against liabilities associated with such Asset Sale, including, without limitation, pension and other post- employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in accordance with GAAP;

provided that (a) excess amounts set aside for payment of taxes pursuant to clause (2) above remaining after such taxes have been paid in full or the statute of limitations therefor has expired and (b) amounts initially held in reserve pursuant to clause (6) no longer so held, will, in the case of each of subclause (a) and (b), at that time become Net Proceeds.

      “Note Guarantee” means a Guarantee of the Notes pursuant to the Indenture.

      “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

      “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

      “Officers’ Certificate” means a certificate signed on behalf of the Company by at least two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of the Indenture.

      “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee (who may be counsel to or an employee of the Company) that meets the requirements of the Indenture.

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      “Permitted Business” means any business conducted or proposed to be conducted (as described in the offering memorandum) by the Company and its Restricted Subsidiaries on the Issue Date and other businesses reasonably related or ancillary thereto.

      “Permitted Investments” means:

      (1) any Investment in the Company or in a Restricted Subsidiary of the Company;

      (2) any Investment in Cash Equivalents;

      (3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

      (a) such Person becomes a Restricted Subsidiary of the Company; or

      (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

      (4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales”;

      (5) Hedging Obligations that are Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnifies and compensation payable thereunder;

      (6) stock, obligations or securities received in satisfaction of judgments;

      (7) advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Company or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business;

      (8) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries that are expected at the time of such advance ultimately to be recorded as an expense in conformity with GAAP;

      (9) Investments in any Person received in settlement of debts created in the ordinary course of business and owing to the Company or any of its Subsidiaries or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any debtor;

      (10) Investments existing on the Issue Date;

      (11) endorsements of negotiable instruments and documents in the ordinary course of business;

      (12) acquisitions of assets, Equity Interests or other securities by the Company for consideration consisting of Equity Interests (other than Disqualified Stock) of the Company;

      (13) Investments in the Notes;

      (14) Investments in a joint venture engaged in a Permitted Business in an amount, together with any other amount under this clause (14), not to exceed 7.5% of the Company’s Consolidated Net Assets; and

      (15) other Investments in any Person (provided that any such Person is not an Affiliate of the Company or is an Affiliate of the Company solely because the Company, directly or indirectly, owns Equity Interests in, or controls, such Person) having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when

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taken together with all other Investments made pursuant to this clause (15) since the Issue Date, not to exceed $10.0 million.

      “Permitted Liens” means:

      (1) Liens on the assets of the Company, any Guarantor and any Restricted Subsidiary that is not a Domestic Subsidiary securing Senior Debt that was permitted by the terms of the Indenture to be Incurred;

      (2) Liens in favor of the Company or any Restricted Subsidiary that is a Guarantor;

      (3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary;

      (4) Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any property other than the property so acquired by the Company or the Restricted Subsidiary;

      (5) Liens securing the Notes and the Note Guarantees;

      (6) Liens existing on the Issue Date;

      (7) Liens securing Permitted Refinancing Indebtedness; provided that such Liens do not extend to any property or assets other than the property or assets that secure the Indebtedness being refinanced;

      (8) Liens on property or assets used to defease or to satisfy and discharge Indebtedness; provided that (a) the Incurrence of such Indebtedness was not prohibited by the Indenture and (b) such defeasance or satisfaction and discharge is not prohibited by the Indenture;

      (9) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other kinds of social security, or to secure the payment or performance of tenders, bids, contracts (other than contracts for the payment of Indebtedness) or leases to which such Person is a party, statutory or regulatory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business (including lessee or operator obligations under statutes, governmental regulations or instruments related to the ownership, exploration and production of oil, gas and minerals on state or federal lands or waters);

      (10) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

      (11) statutory liens of landlords, mechanics, suppliers, vendors, warehousemen, carriers or other like Liens arising in the ordinary course of business;

      (12) prejudgment liens and judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceeding that may have been duly initiated for the review of such judgment has not been finally terminated or the period within which such proceeding may be initiated has not expired;

      (13) Liens constituting survey exceptions, encumbrances, easements, and reservations of, and rights to others for, rights-of-way, zoning and other restrictions as to the use of real properties, and minor defects of title which, in the case of any of the foregoing, do not secure the payment of borrowed money, and in the aggregate do not materially adversely affect the value of the assets of the Company and its Restricted Subsidiaries, taken as a whole, or materially impair the use of such properties for the purposes of which such properties are held by the Company or such Subsidiaries;

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      (14) Liens securing Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is incurred or created (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be incurred or created more than 180 days after the later of the date of acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien; and

      (15) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed $5.0 million at any one time outstanding.

      “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

      (1) the principal amount (or accreted value or liquidation preference, if applicable) of such Permitted Refinancing Indebtedness does not exceed the amount (or accreted value or liquidation preference,if applicable) the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued and unpaid interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable expenses incurred in connection therewith);

      (2) such Permitted Refinancing Indebtedness has a final maturity date (or redemption date, if applicable) later than the final maturity date (or redemption date, if applicable) of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

      (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or the Note Guarantees, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of the Notes, and is subordinated in right of payment to, the Notes on terms at least as favorable, taken as a whole, to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

      (4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of payment with the Notes or any Note Guarantees, such Permitted Refinancing Indebtedness is pari passu with, or subordinated in right of payment to, the Notes or such Note Guarantees; and

      (5) such Indebtedness is Incurred by either (a) the Restricted Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded or (b) the Company; provided, however, that a Restricted Subsidiary that is also a Guarantor may guarantee Permitted Refinancing Indebtedness incurred by the Company, whether or not such Restricted Subsidiary was an obligor or guarantor of the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

      “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

      “Preferred Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions upon liquidation.

      “Principals” means CapStreet II, L.P., CapStreet Parallel II, L.P. and TA Associates, Inc., TA IX L.P., TA/ Atlantic and Pacific IV L.P., TA/ Atlantic and Pacific V L.P., TA Strategic Partners Fund A L.P., TA Strategic Partners Fund B L.P., TA Investors II, L.P.

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      “Rating Agency” means Standard & Poor’s and Moody’s or if Standard & Poor’s or Moody’s, or both will not make a rating on any series of Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as testified by a resolution of the Board of Directors of the Company), which agency will be substituted for Standard & Poor’s or Moody’s or both, as the case may be.

      “Related Party” means (1) any Affiliate of any Principal, including any controlling stockholder, partner, member, Subsidiary or immediate family member (in the case of an individual) of any Principal, and including any equity fund advised by any such Person, but excluding any portfolio company of any such Person and (2) limited partners or members of any investment fund involved within the definition of “Principal” with respect to Equity Interests of the Company received as distributions in kind from such Principal; provided that, as a result of such distribution, no such limited partner or member will “control” the Company as such term is defined under the definition of “Affiliate.”

      “Replacement Assets” means (1) non-current assets that will be used or useful in a Permitted Business or (2) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary that is a Guarantor.

      “Restricted Investment” means an Investment other than a Permitted Investment.

      “Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

      “Significant Subsidiary” means any Subsidiary that would constitute a “significant subsidiary” within the meaning of Article 1 of Regulation S-X of the Securities Act.

      “Standard & Poor’s” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

      “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

      “Subsidiary” means, with respect to any specified Person:

      (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

      (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

      “Subsidiary Guarantors” means:

      (1) each direct or indirect Domestic Subsidiary of the Company on the date of the Indenture; and

      (2) any other subsidiary that executes a Note Guarantee in accordance with the provisions of the Indenture;

      “Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days prior to the date fixed for prepayment (or, if such Statistical Release is no longer published, any publicly available source for similar market data)) most nearly equal to the then remaining term of the Notes to August 15, 2009; provided, however, that if the then remaining term of the Notes to August 15, 2009 is not equal to the constant

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maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the then remaining term of the Notes to August 15, 2009 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

      “Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution in compliance with the covenant described under the caption “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” and any Subsidiary of such Subsidiary.

      “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is ordinarily entitled to vote in the election of the Board of Directors of such Person.

      “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

      (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

      (2) the then outstanding principal amount of such Indebtedness.

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FEDERAL INCOME TAX CONSIDERATIONS

Federal Income Tax Considerations of the Exchange of Outstanding Notes for New Notes

      The following discussion is a summary of certain federal income tax considerations relevant to the exchange of outstanding notes for new notes, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Internal Revenue Code of 1986, as amended, Treasury Regulations, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which may be subject to change at any time by legislative, judicial or administrative action. These changes may be applied retroactively in a manner that could adversely affect a holder of new notes. The description does not consider the effect of any applicable foreign, state, local or other tax laws or estate or gift tax considerations.

      We believe that the exchange of outstanding notes for new notes should not be an exchange or otherwise a taxable event to a holder for United States federal income tax purposes. Accordingly, a holder should have the same adjusted issue price, adjusted basis and holding period in the new notes as it had in the outstanding notes immediately before the exchange.

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PLAN OF DISTRIBUTION

      Based on interpretations by the staff of the SEC in no action letters issued to third parties, we believe that you may transfer new notes issued under the exchange offer in exchange for the outstanding notes if:

•  you acquire the new notes in the ordinary course of your business; and

•  you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of such new notes.

      You may not participate in the exchange offer if you are:

•  our “affiliate” within the meaning of Rule 405 under the Securities Act; or

•  a broker-dealer that acquired outstanding notes directly from us.

      Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. To date, the staff of the SEC has taken the position that broker-dealers may fulfill their prospectus delivery requirements with respect to transactions involving an exchange of securities such as this exchange offer, other than a resale of an unsold allotment from the original sale of the outstanding notes, with the prospectus contained in this registration statement. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the effective date of this registration statement, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until such date, all dealers effecting transactions in new notes may be required to deliver a prospectus.

      If you wish to exchange new notes for your outstanding notes in the exchange offer, you will be required to make representations to us as described in “Exchange Offer — Purpose and Effect of the Exchange Offer” and “— Procedures for Tendering — Your Representations to Us” in this prospectus. As indicated in the letter of transmittal, you will be deemed to have made these representations by tendering your outstanding notes in the exchange offer. In addition, if you are a broker-dealer who receives new notes for your own account in exchange for outstanding notes that were acquired by you as a result of market-making activities or other trading activities, you will be required to acknowledge, in the same manner, that you will deliver a prospectus in connection with any resale by you of such new notes.

      We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market:

•  in negotiated transactions;

•  through the writing of options on the new notes or a combination of such methods of resale;

•  at market prices prevailing at the time of resale; and

•  at prices related to such prevailing market prices or negotiated prices.

Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      For a period of 180 days after the effective date of this registration statement, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the outstanding notes) other than commissions or concessions of any broker-dealers and will indemnify the holders of the outstanding notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

      Certain legal matters in connection with the issuance of the notes will be passed upon for us by Vinson & Elkins L.L.P., Houston, Texas.

EXPERTS

      The consolidated financial statements of (i) Cardtronics, Inc. as of December 31, 2004 and 2003, and for each of the years in the three-year period ended December 31, 2004, and (ii) ATM Company (as defined in the notes to those financial statements) as of December 31, 2002 and 2003 and June 30, 2004, and for each of the years in the two-year period ended December 31, 2003 and for the six-month period ended June 30, 2004, have been included herein in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The audit reports covering the December 31, 2004 financial statements of Cardtronics, Inc. and the December 31, 2003 financial statements of ATM Company refer to the adoption of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations, on January 1, 2003.

      The financial statements of Bank Machine (Acquisitions) Limited and its subsidiary as of and for the years ended December 31, 2004 and 2003, included in this prospectus, have been audited by Deloitte & Touche LLP, independent auditors, of London, England as stated in their report herein (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph relating to the differences between accounting principles generally accepted in the United Kingdom and accounting principles generally accepted in the United States of America, and the effect that the application of the latter would have on the determination of profit attributable to shareholders and of shareholders’ equity) and have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

      We have filed with the SEC a registration statement on Form S-4 with respect to the notes being offered by this prospectus. This prospectus does not contain all of the information found in the registration statement. For further information regarding us and the notes offered by this prospectus, please review the full registration statement, including its exhibits. The registration statement, including the exhibits, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington D.C. 20549. Copies of this material can also be obtained from the public reference section of the SEC at prescribed rates, or accessed at the SEC’s website at www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further information on its public reference room.

      Following the completion of the exchange offer, we will file with or furnish to the SEC periodic reports and other information. These reports and other information may be inspected and copied at the public reference facilities maintained by the SEC or obtained from the SEC’s website as provided above. We have agreed that, whether or not we are required to do so under the applicable rules and regulations, for so long as any of the notes remain outstanding we will comply with the reporting requirements of the Exchange Act and will file the applicable reports and information with the SEC, unless the SEC will not accept such filings. If the SEC will not accept these filings, we will post the reports referred to above on our website. Our website is located at www.cardtronics.com, and we expect to make our periodic reports and other information filed with or furnished to the SEC available free of charge through our website, as soon as reasonably practicable after those reports and other information are filed with or furnished to the SEC. Information on our website is not a part of this prospectus. You may also request a copy of these filings at no cost, by writing or telephoning us at the following address: Cardtronics, Inc., Attention: Chief Financial Officer, 3110 Hayes Road, Suite 300, Houston, Texas 77082, (281) 596-9988.

      In addition, for so long as any of the notes remain outstanding, we have agreed to make available to any prospective purchaser of the notes or beneficial owner of the notes, in connection with any sale thereof, the information required by Rule 144A(d)(4) under the Securities Act.

130

INDEX TO FINANCIAL STATEMENTS

CARDTRONICS, INC. AND SUBSIDIARIES
	Unaudited Pro Forma Condensed Consolidated Financial Statements:		F-3
		Unaudited Pro Forma Condensed Consolidated Statement of Operations For the Year Ended December 31, 2004	F-5
		Unaudited Pro Forma Condensed Consolidated Statement of Operations For the Nine Months Ended September 30, 2005	F-6
		Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements	F-7
	Annual Financial Statements		F-11
		Report of Independent Registered Accounting Firm	F-12
		Consolidated Balance Sheets as of December 31, 2004 and 2003	F-13
		Consolidated Statements of Operations For the Years Ended December 31, 2004, 2003 and 2002	F-14
		Consolidated Statements of Stockholders’ Deficit and Comprehensive Income For the Years Ended December 31, 2004, 2003 and 2002	F-15
		Consolidated Statements of Cash Flows For the Years Ended December 31, 2004, 2003 and 2002	F-16
		Notes to Consolidated Financial Statements	F-17
	Condensed Consolidated Financial Statements		F-36
		Condensed Consolidated Balance Sheets as of September 30, 2005 and December 31, 2004	F-37
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2005 and 2004	F-38
		Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2005 and 2004	F-39
		Notes to Condensed Consolidated Financial Statements	F-40
BANK MACHINE (ACQUISITIONS) LIMITED
	Independent Auditors’ Report and Financial Statements		F-54
	Independent Auditors’ Report		F-55
	Consolidated Profit and Loss Accounts For the Years Ended 31 December 2004 and 31 December 2003		F-56
	Consolidated Balance Sheets as of 31 December 2004 and 31 December 2003		F-57
	Consolidated Cash Flow Statements For the Years Ended 31 December 2004 and 31 December 2003		F-58
	Reconciliation of Net Cash Flow to Movement in Net Debt For the Years Ended 31 December 2004 and 31 December 2003		F-58
	Notes to the Financial Statements		F-59
	Interim Condensed Consolidated Financial Statements		F-76
		Condensed Consolidated Profit and Loss Accounts for the Three Months Ended March 31, 2005 and 2004	F-77
		Condensed Consolidated Balance Sheets at 31 March 2005 and 31 December 2004	F-78
		Condensed Consolidated Cash Flow Statements for the Three Months Ended 31 March 2005 and 2004	F-79
		Reconciliation of Net Cash Flow to Movement in Net Debt For the Three Months Ended 31 March 2005 and 2004	F-79
		Notes to the Condensed Financial Statements	F-80

F-1

ATM COMPANY
	Consolidated Financial Statements		F-88
		Consolidated Financial Statements December 31, 2002 and 2003 and June 30, 2004	F-88
		Independent Auditors’ Report	F-89
		Consolidated Balance Sheets as of December 31, 2002 and 2003 and June 30, 2004	F-90
		Statements of Operations For the Years Ended December 31, 2002 and 2003 and Six Months Ended June 30, 2004	F-91
		Statements of Stockholders’ Equity/(Deficit) For the Years Ended December 31, 2002 and 2003 and Six Months Ended June 30, 2004	F-92
		Statements of Cash Flows for the Years Ended December 31, 2002 and 2003 and Six Months Ended June 30, 2004	F-93
		Notes to Consolidated Financial Statements	F-94

F-2

CARDTRONICS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

      The unaudited pro forma condensed consolidated financial statements give effect to Cardtronics, Inc.’s acquisition of the ATM business of E*TRADE Access in June 2004, the acquisition of Bank Machine in May 2005, and the issuance and sale of the notes described in this registration statement.

      On June 30, 2004, we acquired substantially all of the ATM business of E*TRADE Access for approximately $106.9 million in cash. Such acquisition was funded entirely with borrowings under our existing bank credit facility in place at that time. On May 17, 2005, we acquired Bank Machine, an independent ATM operator in the United Kingdom, for approximately $92.0 million in cash and 35,221 shares, which we valued at $3.0 million, of our Series B Convertible Preferred Stock. The cash portion of the Bank Machine acquisition was funded entirely by borrowings under our recently amended bank credit facilities.

      The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2004, gives effect to the E*TRADE Access acquisition and the Bank Machine acquisition as if each had occurred on January 1, 2004. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2005, gives effect to the Bank Machine acquisition as if it had occurred on January 1, 2004. No unaudited pro forma condensed consolidated balance sheet has been presented as the effects of the above transactions have been fully reflected in our September 30, 2005 condensed consolidated balance sheet included elsewhere in this registration statement.

      The E*TRADE Access and Bank Machine acquisitions have been accounted for using the purchase method of accounting and, accordingly, the tangible and intangible assets acquired and liabilities assumed in those transactions have been recorded at their estimated fair values. As noted above, the E*TRADE Access acquisition was consummated on June 30, 2004. Accordingly, the final purchase price allocation for such transaction has been reflected in our September 30, 2005 consolidated balance sheet included elsewhere in this registration statement. The preliminary purchase price allocation for the Bank Machine acquisition has also been reflected in our September 30, 2005 consolidated balance sheet included elsewhere in this registration statement. Such allocation is considered to be preliminary as we are still in the process of finalizing our valuation work on the acquired tangible and intangible assets. As such, there may be changes to such initial allocation as those efforts are finalized.

      Cardtronics’ historical consolidated statement of operations for the year ended December 31, 2004 was derived from our audited consolidated financial statements included elsewhere in this registration statement. Such audited statements also include the results of operations of the acquired E*TRADE Access business for the period from July 1, 2004 to December 31, 2004. Cardtronics’ historical condensed consolidated statement of operations for the nine months ended September 30, 2005 was derived from our unaudited interim condensed consolidated financial statements included elsewhere in this registration statement, and includes the results of operations of the acquired E*TRADE Access business for the entire period and the results of operations of the acquired Bank Machine business for the period from May 1, 2005 to September 30, 2005.

      The historical E*TRADE Access consolidated statement of operations for the six months ended June 30, 2004, was derived from the audited consolidated financial statements of E*TRADE Access included elsewhere in this registration statement. In accordance with an agreement with E*TRADE with respect to name use, the consolidated financial statements for the business formerly conducted by E*TRADE Access, Inc. appear under the name “ATM Company”.

      The historical Bank Machine consolidated statement of operations for the year ended December 31, 2004 was derived from the audited consolidated financial statements of Bank Machine included elsewhere in this registration statement. The historical Bank Machine consolidated statement of operations for the four months ended April 30, 2005 was derived from the unaudited consolidated financial statements of Bank Machine. Bank Machine’s historical consolidated financial statements were prepared using accounting principles generally accepted in the United Kingdom (“UK GAAP”) and British Pounds (“UK £” or “£”), and have been restated in U.S. dollars (“US $” or “$”) and in accordance with accounting principles generally

F-3

CARDTRONICS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

accepted in the U.S. (“US GAAP”). Additionally, certain line items reported by Bank Machine in its historical consolidated financial statements have been reclassified and presented to conform to the method of presentation utilized by Cardtronics. Reference is made to the notes to the unaudited condensed consolidated pro forma financial statements for more information with respect to the UK to US GAAP adjustments.

      In converting Bank Machine’s consolidated statement of operations from UK £ to US $, all statement of operations captions were translated at the average exchange rates in effect for such periods. The average exchange rate utilized for the year ended December 31, 2004, was US $1.8315, and the average exchange rate utilized for the four months ended April 30, 2005, was US $1.8912. For the post-acquisition period from May 1, 2005 to September 30, 2005, the weighted average exchange rate was $1.8085.

      The unaudited pro forma condensed consolidated financial statements presented below are based on the assumptions and adjustments described in the accompanying notes. Such unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of what our results of operations would have been had the E*TRADE Access and Bank Machine acquisitions and the notes offering been consummated on the dates indicated, nor are they necessarily indicative of what our results of operations will be in future periods. The unaudited pro forma condensed consolidated financial statements contain only contractual cost savings associated with the E*TRADE Access acquisition and do not contain any adjustments to reflect anticipated cost savings or additional synergies anticipated as a result of the E*TRADE Access or Bank Machine acquisitions. Operating results for the nine months ended September 30, 2005 are not indicative of the results that may be expected for the year ending December 31, 2005. The unaudited pro forma condensed consolidated financial statements, and accompanying notes thereto, should be read in conjunction with the historical audited and unaudited financial statements, and accompanying notes thereto, of Cardtronics, E*TRADE Access and Bank Machine, all of which are included elsewhere in this registration statement.

      The unaudited pro forma condensed consolidated financial data should be read in conjunction with “Selected Historical Consolidated Financial and Operating Data of Cardtronics, Inc.,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the audited and unaudited consolidated financial statements and related notes for Cardtronics, E*TRADE Access, and Bank Machine, all of which are included elsewhere in this registration statement.

F-4

CARDTRONICS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2004

(IN THOUSANDS)

								Bank Machine
			Cardtronics		E*TRADE			US GAAP ($)		Pro Forma
			Historical		Historical(a)			(See Note 1)		Adjustments			Notes		Pro Forma
Revenues			$	192,915	$	56,905		$	28,596	$	—				$	278,416
Cost of revenues				152,207		50,681			15,890		(3,642	)		3		215,136
Gross profit				40,708		6,224			12,706		3,642					63,280
Operating expenses:
	Selling, general and administrative expenses			13,571		4,359			3,294		—					21,224
	Depreciation and accretion expense			6,785		2,015			2,410		(2,020	)		4		9,190
	Amortization expense			5,508		2,835			2,666		(3,335	)		4		7,674
		Total operating expenses		25,864		9,209			8,370		(5,355	)				38,088
Income (loss) from operations				14,844		(2,985	)		4,336		8,997					25,192
Interest expense				7,050		26			2,827		11,680			2		21,583
Other (income) expense				228		(180	)		—		—					48
Income (loss) before income taxes				7,566		(2,831	)		1,509		(2,683	)				3,561
Income tax provision				2,956		—			348		(2,090	)		5		1,214
Net income (loss)			$	4,610	$	(2,831	)	$	1,161	$	(593	)			$	2,347
Dividends on preferred stock				2,312		—			—		—					2,312
Net income (loss) available to common stockholders			$	2,298	$	(2,831	)	$	1,161	$	(593	)			$	35

(a) For the six months ended June 30, 2004.

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

F-5

CARDTRONICS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005

(IN THOUSANDS)

					Bank Machine
			Cardtronics		US GAAP ($)			Pro Forma
			Historical(a)		(See Note 1)(b)			Adjustments			Notes		Pro Forma
Revenues			$	199,188	$	10,184		$	—				$	209,372
Cost of revenues				155,504		6,035			—					161,539
Gross profit				43,684		4,149			—					47,833
Operating expenses:
	Selling, general and administrative expenses			11,552		1,621			—					13,173
	Depreciation and accretion expense			8,530		1,080			(403	)		4		9,207
	Amortization expense			5,689		730			(396	)		4		6,023
		Total operating expenses		25,771		3,431			(799	)				28,403
Income from operations				17,913		718			799					19,430
Interest expense				14,224		1,010			953			2		16,187
Other (income) expense				882		—			—					882
Income (loss) before income taxes				2,807		(292	)		(154	)				2,361
Income tax provision				972		(53	)		(79	)		5		840
Net income (loss)			$	1,835	$	(239	)	$	(75	)			$	1,521
Dividends on preferred stock				1,328		—			—					1,328
Net income (loss) available to common stockholders			$	507	$	(239	)	$	(75	)			$	193

(a)	For the nine months ended September 30, 2005. Includes the results of the acquired Bank Machine business for the period May 1, 2005 through September 30, 2005.
(b)	For the four months ended April 30, 2005.

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

F-6

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) The unaudited pro forma condensed consolidated financial statements combine the historical results of Cardtronics, E*TRADE Access and Bank Machine, and assume, for purposes of the pro forma statements of operations, that the E*TRADE Access and Bank Machine acquisitions, and the issuance and sale of the notes described in this registration statement, all occurred on January 1, 2004. The Company acquired E*TRADE Access on June 30, 2004; therefore, amounts associated with this acquisition are included in the Cardtronics’ historical consolidated financial statements subsequent to this date. Furthermore, the Company acquired Bank Machine on May 17, 2005, and utilized May 1, 2005 as the acquisition date for accounting purposes. Accordingly, amounts associated with this acquisition are included in Cardtronics’ historical consolidated financial statements subsequent to May 1, 2005.

The historical audited and unaudited consolidated financial statements of Bank Machine included elsewhere in this registration statement have been prepared in accordance with UK GAAP, which differs in certain significant respects from US GAAP. Reference is made to note 24 of the audited financials of Bank Machine for 2004 and note 12 of the unaudited consolidated financial statements of Bank Machine for more information on the differences between UK GAAP and US GAAP. The historical financial information of Bank Machine included in the unaudited pro forma condensed consolidated financial statements above is reflected in accordance with US GAAP. The following tables provide a reconciliation of the Bank Machine historical audited and unaudited consolidated financial statements prepared under UK GAAP to the Bank Machine financial information presented above under US GAAP:

Bank Machine (Acquisitions) Ltd.

Reconciliation of UK GAAP to US GAAP

Consolidated Statement of Operations

Year Ended December 31, 2004

(000’s)

			Bank Machine		US GAAP			Bank Machine		Bank Machine
			UK GAAP (£)		Adjustments (£)			US GAAP (£)		US GAAP ($)(1)
Revenues			£	15,614	£	—		£	15,614	$	28,596
Cost of revenues				8,676		—			8,676		15,890
Gross profit				6,938		—			6,938		12,706
Operating expenses:
	Selling, general and administrative expenses			1,788		11	(b)		1,799		3,294
	Depreciation and accretion expense			1,316		—			1,316		2,410
	Amortization expense			806		650	(a)		1,456		2,666
		Total operating expenses		3,910		661			4,571		8,370
Income (loss) from operations				3,028		(661	)		2,367		4,336
Interest expense				1,481		63	(c)		1,544		2,827
Other (income) expense				—		—			—		—
Income (loss) before income taxes				1,547		(724	)		823		1,509
Income tax provision/(benefit)				649		(459	)(d)		190		348
Net income (loss)			£	898	£	(265	)	£	633	$	1,161

(1) Converted to US $ at a rate of $1.8315 to £1.00 UK.

F-7

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Bank Machine (Acquisitions) Ltd.

Reconciliation of UK GAAP to US GAAP

Unaudited Condensed Consolidated Statement of Operations

Four Months Ended April 30, 2005

(000’s)

			Bank Machine			US GAAP			Bank Machine			Bank Machine
			UK GAAP (£)			Adjustments (£)			US GAAP (£)			US GAAP ($)(1)
Revenues			£	5,385		£	—		£	5,385		$	10,184
Cost of revenues				3,191			—			3,191			6,035
Gross profit				2,194			—			2,194			4,149
Operating expenses:
	Selling, general and administrative expenses			842			15	(b)		857			1,621
	Depreciation and accretion expense			571			—			571			1,080
	Amortization expense			269			117	(a)		386			730
		Total operating expenses		1,682			132			1,814			3,431
Income (loss) from operations				512			(132	)		380			718
Interest expense				509			25	(c)		534			1,010
Other (income) expense				—			—			—			—
Income (loss) before income taxes				3			(157	)		(154	)		(292	)
Income tax provision/(benefit)				100			(128	)(d)		(28	)		(53	)
Net loss			£	(97	)	£	(29	)	£	(126	)	$	(239	)

(1) Converted to US $ at a rate of $1.8912 to £1.00 UK.

(a)	UK GAAP requires intangible assets to be separately recognized in a business combination only if (i) they can be disposed of separately without disposing of the business of the entity, and (ii) if their value can be measured reliably on initial measurement.
	Under US GAAP, Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations (“SFAS 141”), mandates the recognition of intangible assets in a business combination if (i) they arise from contractual rights or other legal rights or (ii) they are capable of being separated or divided from the acquired entity and sold, transferred, licensed, rented or otherwise exchanged. Under SFAS 141, the Company established an additional £8,100,000 in intangible assets as part of the purchase price allocation process, with such amount being comprised of £7,800,000 in acquired merchant contract relationships and £300,000 for a covenant not to compete.
	Under US GAAP, SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”), requires that intangible assets with finite lives be amortized over their estimated useful lives in a manner that reflects the pattern in which the economic benefits of such intangible assets are expected to be consumed or otherwise used up. Accordingly, under US GAAP, the Company is amortizing the above merchant contract relationship intangible on an accelerated basis over an estimated useful life of approximately 12 years, and the non-compete covenant on a straight-line basis over a period of three years. Such amortization expense totaled £1,456,000 and £386,000 in 2004 and 2005, respectively.
	Under FRS 10, UK GAAP requires that goodwill should be amortized over its useful economic life, which is generally presumed not to exceed 20 years. Accordingly, under UK GAAP goodwill is being amortized on a straight-line basis over an estimated useful life of 20 years.

F-8

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Under US GAAP, SFAS 142 requires that goodwill and intangibles with an indefinite life no longer be amortized but instead subject to an impairment test at least annually, and more frequently if conditions warrant. Accordingly, under US GAAP, no goodwill amortization was recorded during 2004 and 2005.
(b)	Under UK GAAP, there is no comprehensive requirement to accrue for vacation pay or other compensated absences during the same accounting period, although accrual in certain industries where it is common for all staff to take holiday at the same time is not prohibited.
	Under US GAAP, in accordance with SFAS No. 43, Accounting for Compensated Absences (“SFAS 43”), an employer should accrue a liability for employees’ compensation for future absences if all of the following conditions are met: (i) the employer’s obligation relating to employees’ rights to receive compensation for future absences is attributable to employees’ services already rendered; (ii) the obligation relates to rights that vest or accumulate; (iii) payment of the compensation is probable; and (iv) the amount can be reasonably estimated. Under US GAAP, the vacation accrual relating to compensated absences was £26,000 as of April 30, 2005.
(c)	Under UK GAAP, payments made or received under the Company’s interest rate swap agreement are reflected as an increase or decrease to interest expense when incurred, and the fair market value of the swap is not reflected in the Company’s consolidated balance sheet.
	Under US GAAP, the Company accounts for derivative financial instruments in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”). SFAS 133 requires that all derivative instruments be recognized as assets or liabilities in the consolidated balance sheet and measured at fair value, regardless of the purpose or intent in holding them. Changes in the fair value of derivative instruments are recognized periodically either in earnings or equity (as a component of other comprehensive income or loss), depending on whether the derivative is designated as a hedge of changes in fair value or cash flows. For derivatives designated as a fair value hedges, changes in fair value of the hedged item and the derivative are recognized currently in earnings. For derivatives designated as cash flow hedges, fair value changes of the effective portion of the hedging instrument are recognized in accumulated other comprehensive income or loss in the consolidated balance sheet until the hedged item is recognized in earnings. The ineffective portion of the fair value changes is recognized in earnings immediately. Changes in the fair value of the underlying debt instrument are not recognized in net income or equity.
	The Company has not designated its interest rate swap transaction as a hedge under SFAS 133. As a result, under US GAAP, such transaction is reflected in the consolidated balance sheet at its fair market value, with any resulting changes in that value being recorded in earnings in the applicable period. As of April 30, 2005 a derivative asset of £38,000 was reflected in the Company’s consolidated balance sheet. During the four months ended April 30, 2005, a £29,000 loss was included in the Company’s earnings reflecting the change in the fair value of such swap during that period. For the year ended December 31, 2004, such change in value resulted in a loss of £63,000.
(d)	Reflects the deferred tax effects of the above adjustments.

(2) Reflects the incremental interest expense associated with the issuance and sale of the notes described in this registration statement, and the subsequent repayment of a portion of our existing bank debt, including the borrowings used to finance the Bank Machine acquisition in May 2005. The unaudited pro forma condensed consolidated statements of operations assume the simultaneous issuance and repayment occurred on January 1, 2004.

The debt capitalization structure assumed to be outstanding for all periods presented in the above pro forma financial statements is as follows (in thousands):

Long-term fixed rate notes reflected in this registration statement (net of discount)	$	198,610
Revolving credit facility		34,925
Total pro forma long-term debt	$	233,535

For purposes of computing the interest expense amounts associated with the above debt structure, a weighted-average rate of 8.92% has been utilized. Assuming an increase of 25 basis points in the floating borrowing rate under our bank credit facilities, pro forma interest expense would have increased by $87 and $65 for the year ended December 31, 2004 and nine months ended September 30, 2005, respectively.

F-9

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Future maturities of our pro forma long-term debt are as follows (in thousands):

	Total		2005		2006		2007		2008		2009		Thereafter
Long-term debt	$	233,535	$	—	$	—	$	—	$	—	$	—	$	233,535

The pro forma interest expense figures also reflect the amortization of approximately $6.0 million in deferred financing costs associated with the sale of the notes described in this registration statement. Such amount is reflected as being amortized over the 8-year estimated life of the notes. The historical unaudited condensed consolidated financial statements also reflect the subsequent pre-tax write-off of approximately $2.5 million in deferred financing costs which were incurred when we refinanced our existing bank credit facilities in May 2005, and the pre-tax write-off of approximately $0.9 million in deferred financing costs upon the successful completion of the notes offering in August 2005. However, such write-offs have been excluded from the accompanying unaudited pro forma condensed consolidated financial statements as such costs were incurred directly as a result of the refinancings of our existing bank credit facility as part of our Bank Machine acquisition and as a result of the sale of the notes described in this registration statement.

(3)	Reflects the contractual cost savings associated with transferring certain operating activities from the historical E*TRADE Access operating platform to our platform, effective January 1, 2004. Within our industry, many of the operating costs associated with running an ATM operation are easily transferred from one provider to the next in an acquisition, and such transfers typically occur within a very short period of time following the consummation of the acquisition. In many instances, the service providers are the same for both companies, thus further contributing to the relatively seamless transfer of service. In the case of the E*TRADE Access acquisition, our contracts for services such as transaction processing, armored courier service, cash management, and ATM maintenance were lower than that of the acquired E*TRADE Access operations. Additionally, because our contracts were already in place at the time of the acquisition, the related pro forma cost savings adjustments are considered to be factually supportable. Furthermore, such cost savings amounts are expected to have a continuing impact on our future results of operations.
(4)	Reflects the adjustments to the historical depreciation, accretion and amortization expense resulting from the effects of the purchase price allocations associated with the E*TRADE Access and Bank Machine acquisitions. We acquired E*TRADE Access as of June 30, 2004, therefore the pro forma adjustment reflects an adjustment to the historical depreciation, accretion and amortization expense for only the first six months of 2004. With respect to the Bank Machine acquisition, the pro forma adjustments relate to the 2004 results and the results for the four months ended April 30, 2005. The acquired tangible assets have a weighted-average remaining useful life of approximately 3.7 years and are being depreciated on a straight-line basis over such period of time. The acquired intangible customer contracts and relationships are estimated to have a 7-year life, after taking into consideration expected renewals, and are being amortized over such period on a straight-line basis, consistent with our past practice. Reference is made to the historical condensed consolidated financial statements of Cardtronics, Inc. as of September 30, 2005, included elsewhere in this registration statement for additional information on the Bank Machine purchase price allocation.
(5)	Reflects the adjustments to income taxes at the statutory rates of 37.1% for our US operations (34.0% federal and 3.1% state) and 30.0% for our UK operations.

F-10

CARDTRONICS, INC.

Annual Financial Statements

December 31, 2004 and 2003

(With Report of Independent Registered Public Accounting Firm)

F-11

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Cardtronics, Inc.:

      We have audited the accompanying consolidated balance sheets of Cardtronics, Inc. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, changes in stockholders’ deficit and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2004. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cardtronics, Inc. and subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

      As discussed in Note 1 to the consolidated financial statements, the Company adopted the provisions of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations on January 1, 2003.

/s/ KPMG LLP

Houston, Texas

March 28, 2005

F-12

CARDTRONICS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of December 31, 2004 and 2003

(000’s, except share and per share info)

		December 31,
		2004			2003
Assets
Current assets:
	Cash and cash equivalents	$	1,412		$	5,554
	Accounts receivable, net of allowance for doubtful accounts of $558 and $69 as of December 31, 2004 and 2003, respectively		10,895			4,738
	Notes receivable short-term, net of allowance for doubtful notes short-term of $156 and $239 as of December 31, 2004 and 2003, respectively		578			785
	Inventory		2,609			1,748
	Prepaid, deferred costs, and other current assets		2,503			1,777
	Deferred tax asset		2,412			1,303
Total current assets			20,409			15,905
Restricted cash			32			32
Notes receivable, net of allowance for doubtful notes of $7 and $148 as of December 31, 2004 and 2003, respectively			155			706
Property and equipment, net			44,992			24,136
Intangible assets, net			43,077			23,361
Goodwill			84,977			—
Prepaid and other assets			1,667			294
Total assets		$	195,309		$	64,434
Liabilities and Stockholders’ Deficit
Current liabilities:
	Current portion of long-term debt and notes payable	$	15,000		$	—
	Current portion of other long-term liabilities		1,176			55
	Accounts payable		2,397			992
	Accounts payable to affiliates		308			300
	Accrued liabilities		22,063			10,532
	Income tax payable		46			28
Total current liabilities			40,990			11,907
Long-term liabilities:
	Long-term debt, net of current portion and related discount		113,541			31,371
	Deferred tax liability		6,231			2,060
	Other long-term liabilities		13,047			4,733
Total liabilities			173,809			50,071
Series A redeemable preferred stock, $0.0001 par value; 17,500 shares authorized; 17,500 shares issued and outstanding at December 31, 2004 and 2003 and liquidation value of $24,521 and $22,209 at December 31, 2004 and 2003, respectively			23,634			21,322
Minority interest in subsidiary			30			—
Stockholders’ deficit:
	Common stock, $0.0001 par value; 2,500,000 shares authorized; 2,373,398 shares issued at December 31, 2004 and 2003; 2,303,257 and 2,294,048 outstanding at December 31, 2004 and 2003, respectively		—			—
	Subscriptions receivable (at face value)		(1,862	)		(2,305	)
	Additional paid-in capital		—			1,039
	Accumulated other comprehensive income, net		886			—
	Retained earnings (Accumulated deficit)		(329	)		(4,797	)
	Treasury stock; 70,141 and 79,350 shares at cost at December 31, 2004 and 2003, respectively		(859	)		(896	)
Total stockholders’ deficit			(2,164	)		(6,959	)
Total liabilities and stockholders’ deficit		$	195,309		$	64,434

See accompanying notes to consolidated financial statements.

F-13

CARDTRONICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2004, 2003 and 2002

(000’s, except share and per share info)

			Years Ended December 31,
			2004		2003		2002
Revenues:
	ATM operating revenues		$	182,711	$	101,950	$	59,183
	ATM product sales and other revenues			10,204		8,493		9,603
		Total revenues		192,915		110,443		68,786
Cost of revenues:
	Cost of ATM operating revenues			143,504		80,286		49,134
	Cost of ATM product sales revenues			8,703		7,903		8,984
		Total cost of revenues		152,207		88,189		58,118
		Gross profit (exclusive of depreciation shown separately below)		40,708		22,254		10,668
Operating expenses:
	Selling, general and administrative expenses (includes amortization of stock-based compensation of $0.9 million, $1.6 million and $0 in 2004, 2003 and 2002, respectively, and the write-off of $1.7 million in deferred registration costs in 2004)			13,571		7,229		6,142
	Depreciation and accretion expense			6,785		3,632		1,650
	Amortization expense			5,508		3,842		1,641
		Total operating expenses		25,864		14,703		9,433
Income from operations				14,844		7,551		1,235
Other expenses:
	Interest expense (includes amortization and write-off of financing costs of $2.9 million, $1.7 million and $0.2 million in 2004, 2003 and 2002, respectively			7,050		3,346		881
	Minority interest in subsidiary			19		—		—
	Other			209		106		58
		Total other expenses		7,278		3,452		939
Income before income taxes and cumulative effect of change in accounting principle				7,566		4,099		296
Income tax provision				2,956		1,511		154
Income before cumulative effect of change in accounting principle				4,610		2,588		142
Cumulative effect of change in accounting principle for asset retirement obligations, net of related income tax benefit of $80				—		134		—
Net income				4,610		2,454		142
Preferred stock dividends and accretion expense				2,312		2,089		1,880
Net income (loss) available to common stockholders			$	2,298	$	365	$	(1,738	)

See accompanying notes to consolidated financial statements.

F-14

CARDTRONICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT AND COMPREHENSIVE INCOME

For the Years Ended December 31, 2004, 2003 and 2002

(000’s)

												Retained			Accumulated
						Additional						Earnings			Other
				Common		Paid-in			Treasury			(Accumulated			Comprehensive		Subscriptions
				Stock		Capital			Stock			Deficit)			Income		Receivable			Total
Balances — December 31, 2001				$	—	$	409		$	(6,257	)	$	(1,216	)	$	—	$	—		$	(7,064	)
	Issuance of capital stock				—		(370	)		2,361			(1,985	)		—		—			6
	Repurchase of stock options				—		(39	)		—			—			—		—			(39	)
	Repurchase of capital stock				—		—			(74	)		—			—		—			(74	)
	Dividends on preferred stock				—		—			—			(1,880	)		—		—			(1,880	)
	Net income				—		—			—			142			—		—			142
Balances — December 31, 2002				$	—	$	—		$	(3,970	)	$	(4,939	)	$	—	$	—		$	(8,909	)
	Issuance of restricted stock				—		—			941			—			—		(941	)		—
	Issuance of capital stock				—		—			2,133			(769	)		—		(1,364	)		—
	Dividends on preferred stock				—		(546	)		—			(1,543	)		—		—			(2,089	)
	Non-cash compensation charges				—		1,585			—			—			—		—			1,585
	Net income				—		—			—			2,454			—		—			2,454
Balances — December 31, 2003				$	—	$	1,039		$	(896	)	$	(4,797	)	$	—	$	(2,305	)	$	(6,959	)
	Issuance of capital stock				—		27			37			—			—		443			507
	Dividends on preferred stock				—		(2,153	)		—			(159	)		—		—			(2,312	)
	Tax benefit from stock option exercises				—		184			—			—			—		—			184
	Non-cash compensation charges				—		903			—			53			—		—			956
	Distributions				—		—			—			(36	)		—		—			(36	)
	Comprehensive income:
		Net income			—		—			—			4,610			—		—			4,610
		Unrealized gain on cash flow hedges, net of tax of $566			—		—			—			—			886		—			886
			Total comprehensive income		—		—			—			—			—		—			5,496
Balances — December 31, 2004				$	—	$	—		$	(859	)	$	(329	)	$	886	$	(1,862	)	$	(2,164	)

See accompanying notes to consolidated financial statements.

F-15

CARDTRONICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2004, 2003 and 2002

(000’s)

					Years Ended December 31,
					2004			2003			2002
Cash flows from operating activities:
	Net income				$	4,610		$	2,454		$	142
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation, amortization and accretion expense				12,293			7,474			3,291
		Amortization of deferred financing costs				2,894			1,717			153
		Non-cash compensation expense				956			1,585			—
		Deferred income taxes				2,887			1,429			154
		Minority interest				19			—			—
		Loss on sale of assets				209			106			58
		Cumulative effect of change in accounting principle, net				—			134			—
		Changes in assets and liabilities, net of acquisitions:
			(Increase) decrease in accounts receivable, net			(4,344	)		(2,163	)		658
			(Increase) decrease in prepaid, deferred costs and other current assets			(407	)		(1,205	)		256
			Decrease in inventory			487			523			1,293
			Decrease in notes receivable, net			758			959			1,258
			(Increase) decrease in other assets			79			(22	)		(248	)
			Decrease in income tax receivable			—			—			307
			Increase (decrease) in accounts payable			(4,349	)		413			(3,701	)
			Increase in accrued liabilities			2,107			6,747			791
			Increase in other liabilities			2,267			1,478			79
				Net cash provided by operating activities		20,466			21,629			4,491
Cash flows from investing activities:
	Additions to property and equipment					(19,747	)		(7,300	)		(2,281	)
	Sale of property and equipment					446			335			20
	Acquisition of E*TRADE Access, Inc. ATM portfolio, net of cash acquired					(98,730	)		—			—
	Additions to property and equipment related to acquisitions					—			(6,283	)		(5,923	)
	Acquisition of merchant contracts and other intangibles					(895	)		(16,415	)		(6,839	)
				Net cash used in investing activities		(118,926	)		(29,663	)		(15,023	)
Cash flows from financing activities:
	Proceeds from issuance of long-term debt					136,041			42,500			13,650
	Repayments of long-term debt and capital leases					(38,925	)		(29,863	)		(4,206	)
	Issuance of Series A preferred stock					—			—			1,900
	Redemption of Series A preferred stock					—			—			—
	Issuance of Series B preferred stock					—			—			—
	Issuance of capital stock					64			—			6
	Purchase of capital stock					—			—			(73	)
	Purchase of stock options					—			—			(39	)
	Repayment of subscription receivables					443			—			—
	Distributions					(36	)		—			—
	Debt issuance costs					(3,269	)		(2,233	)		(497	)
				Net cash provided by financing activities		94,318			10,404			10,741
				Net increase (decrease) in cash and cash equivalents		(4,142	)		2,370			209
	Cash and cash equivalents at beginning of period					5,554			3,184			2,975
Cash and cash equivalents at end of period					$	1,412		$	5,554		$	3,184
	Supplemental disclosure of cash flow information:
		Cash paid for interest			$	4,517		$	1,666		$	580
		Cash paid (refunded) for income taxes				327			39			(329	)

See accompanying notes to consolidated financial statements.

F-16

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Business and Summary of Significant Accounting Policies

(a) Description of Business

      Cardtronics, Inc. (the Company) owns and operates approximately 24,500 automated teller machines (ATMs) in all 50 states. The Company is the largest owner and operator of ATMs in the United States and provides ATM management and equipment-related services to national and regional retail chains as well as smaller retailers and operators of facilities such as shopping malls and airports. The Company typically enters into multi-year contractual relationships with its merchant customers.

      In June 2004, the Company acquired the majority of the ATM operations of E*TRADE Access, Inc., an indirect wholly owned subsidiary of E*TRADE Financial Corporation, for approximately $106.9 million in cash (the E*TRADE acquisition). Such acquisition more than doubled the Company’s ATM portfolio from approximately 12,000 ATMs to the 24,500 level noted above (note 2).

(b) Organizational History

      The Company was originally formed in 1989 and operated under the name Cardpro, Inc. In June 2001, CapStreet II, L.P. and CapStreet Parallel II, L.P. (together with The CapStreet Group, LLC, The CapStreet Group) acquired a majority of the outstanding stock of Cardpro, Inc. At the time of The CapStreet Group investment, Cardpro, Inc. was converted into a Delaware limited partnership and renamed Cardtronics, LP. Also, in June 2001, Cardtronics Group, Inc. was incorporated under the laws of the state of Delaware to act as a holding company, with Cardtronics Group, Inc. indirectly owning 100% of the equity of Cardtronics, LP. In January 2004, the Company changed its name from Cardtronics Group, Inc. to Cardtronics, Inc.

      At the time of The CapStreet Group investment, the Company also issued $12.5 million of Series A preferred stock to The CapStreet Group. During 2001 and 2002, the Company sold an additional $5.0 million of Series A preferred stock to The CapStreet Group (note 8).

      In February 2005, the Company issued $75.0 million of Series B preferred stock to a new investor, TA Associates. The proceeds of the offering were utilized to redeem all of the Company’s outstanding Series A preferred stock, including all accrued and unpaid dividends, redeem a portion of the Company’s outstanding common stock, and pay expenses incurred in connection with the offering (note 20).

(c) Principles of Consolidation

      The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Cardtronics GP, Inc., the general partner, and Cardtronics LP, Inc., the limited partner, of Cardtronics, LP, a limited partnership and the principal operating entity that holds all of the Company’s operating assets. The consolidated financial statements also include the accounts of ATM Ventures LLC (ATM Ventures), a limited liability company that the Company controls through a 50% ownership interest in such entity. The remaining 50% ownership interest has been reflected as a minority interest in the accompanying consolidated financial statements.

      All significant accounts, transactions and profits between the consolidated companies have been eliminated in consolidation. Significant accounts and transactions between the Company, including its subsidiaries, and its directors and officers are disclosed as related party transactions (note 4).

      Certain reclassifications have been made to previously reported amounts in the accompanying consolidated financial statements to conform to the current year presentation.

F-17

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(d) Cash and Cash Equivalents

      For purposes of reporting financial condition and cash flows, cash and cash equivalents include cash in bank and short-term deposit sweep accounts.

      The Company had a restricted cash balance in the amount of $32,084 and $31,660 at December 31, 2004 and 2003, respectively, pursuant to an agreement that requires the Company to maintain a $25,000 certificate of deposit at one of the banks utilized to provide cash for the Company’s ATMs.

(e) ATM Cash Management Program

      The Company relies on agreements with two banks to provide it with the cash that it uses in those ATMs in which the related merchants do not provide their own cash. The Company pays a fee for its usage of this cash based on the total amount of cash outstanding at any given time, as well as fees related to the bundling and preparation of such cash prior to it being loaded in the ATMs. At all times during its use, the cash remains the sole property of the cash provider(s), and the Company is unable to and prohibited from obtaining access to such cash. Pursuant to the agreement under which the vast majority of the Company’s ATM cash needs are met, the cash provider must provide 360 days prior written notice to the Company to terminate the agreement and remove its cash from the ATMs. Under the other agreement, the provider has the right to demand the return of all or any portion of its cash at any point in time upon the occurrence of certain events beyond the Company’s control. Based on the foregoing, such cash, and the related obligations, are not reflected in the accompanying consolidated financial statements.

      The amount of cash in the Company’s ATMs was approximately $385.2 and $237.7 million at December 31, 2004 and 2003, respectively.

(f) Accounts Receivable

      Accounts receivable are primarily comprised of amounts due from the Company’s clearing and settlement banks for ATM transaction revenues earned on transactions processed during the month ending on the balance sheet date. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company reviews its allowance for doubtful accounts monthly and determines the allowance based on an analysis of its past due accounts. All balances over 90 days past due are reviewed individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

(g) Notes Receivable

      Notes receivable relate to ATM financing arrangements with terms that typically exceed one year. At the beginning of 2002, the Company discontinued financing the sale of ATMs through the notes receivable program for periods greater than one year. However, the Company will still, in limited circumstances, finance the sale of ATMs for periods less than one year.

      These notes typically bear interest at an implicit rate ranging from 8% to 10% that is recognized over the life of the note. The ATMs that are financed pursuant to these arrangements serve as collateral for the notes receivable.

      The allowance for doubtful notes is the Company’s best estimate of the amount of probable credit losses in the Company’s existing notes portfolio. The allowance is determined by using historical rates of default and extrapolating that data over the notes portfolio. Notes are written off against the allowance when all possible means of collection have been exhausted, and the potential for recovery is considered remote.

F-18

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(h) Inventory

      Inventory consists principally of used ATMs, ATM spare parts and ATM supplies and is stated at the lower of cost or market. Cost is determined using the average cost method. The following is a breakdown of the Company’s primary inventory components as of December 31, 2004 and 2003 (in thousands):

		December 31,
		2004		2003
ATMs		$	1,021	$	1,155
ATM parts and supplies			1,588		593
	Total	$	2,609	$	1,748

(i) Property and Equipment, net

      Property and equipment are stated at cost and depreciation is calculated using the straight-line method. Equipment is depreciated over three to seven years. Leasehold improvements and property acquired under capital leases are amortized over the useful life of the asset or the lease term, whichever is shorter. The cost of property and equipment held under capital leases is equal to the lower of the net present value of the minimum lease payments or the fair value of the leased property at the inception of the lease. Also included in property and equipment are new ATMs the Company has acquired for future installation. Such ATMs are held as “deployments in process” and are not depreciated until actually installed. Depreciation expense for property and equipment for 2004, 2003 and 2002 was $6.5 million, $3.5 million, and $1.7 million, respectively. See note 1(m) regarding asset retirement obligations associated with the Company’s ATMs.

(j) Intangible Assets, net

      Intangible assets include portfolios of merchant contracts/relationships acquired in connection with acquisitions of ATM assets (i.e., the right to receive future cash flows related to ATM transactions occurring at these merchant locations), exclusive license agreements (i.e., the right to be the exclusive ATM service provider, at specific locations, for the time period under contract with a merchant customer), and deferred financing costs relating to the Company’s credit agreements (note 11).

      The purchase price of each acquired portfolio is based on the pool of underlying contracts acquired. The estimated fair value of each portfolio is based on a composite of the estimated net cash flows and useful lives of the underlying pool of contracts/relationships, including expected renewals. The merchant contracts/relationships comprising each acquired portfolio are typically homogenous in nature with respect to the underlying contractual terms and conditions. Accordingly, the Company pools the merchant contracts/relationships of each acquired portfolio into a single intangible asset for purposes of computing the related amortization expense and assessing the need for any potential impairment charges. Each pool is then amortized on a straight-line basis over its estimated remaining useful life. The estimated useful life of each pool of merchant contracts/relationships is determined by management of the Company and is based on a review of the weighted average life of the expected after-tax cash flows from the underlying merchant contracts/relationships, including expected renewal rates, and the terms of the contracts themselves. Because estimated renewal terms are taken into consideration both in valuing and estimating the remaining useful life of each pool, the straight-line method of amortization most accurately reflects the pattern in which the economic benefits of the pool (but not necessarily each individual contract/relationship) are consumed. Estimated useful lives for all intangibles range from four to ten years. Amortized deferred financing costs are recognized as interest expense.

F-19

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      During 2004, 2003 and 2002, the Company’s amortization of intangible assets totaled $5.5 million, $3.8 million and $1.6 million, respectively. As of December 31, 2004, estimated amortization expense for each of the five succeeding years was as follows (in thousands):

		Amortization expense for the next five Years
		2005		2006		2007		2008		2009
Contract intangibles		$	5,697	$	5,588	$	5,543	$	5,543	$	5,172
Exclusive license agreements			209		209		209		148		144
	Total	$	5,906	$	5,797	$	5,752	$	5,691	$	5,316

      Estimated future amortization expense is based on intangible amounts recorded as of December 31, 2004.

(k) Income Taxes

      The Company accounts for income taxes pursuant to the provisions of Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes, which are based on temporary differences between the amount of taxable income and income before provision for income taxes and between the tax basis of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the consolidated financial statements at current income tax rates. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

(l) Impairment of Long-Lived Assets and Goodwill

      The Company places significant value on the installed ATMs that it owns and manages in merchant locations and the portfolio of merchant contracts/relationships. In accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property, plant and equipment, and purchased contract intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. A portfolio of purchased contract intangibles could be impaired if the contract attrition rate is materially more than the rate used to estimate its present value, or there is a decline in the number of transactions without a corresponding increase in the revenue collected per transaction. Whenever events or changes in circumstances indicate that a portfolio of merchant contracts/relationships may be impaired, the Company evaluates the recoverability of the portfolio by measuring its carrying amount against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value. The Company does not believe that any impairment of its intangibles or other long-lived assets has occurred.

      In connection with the E*TRADE acquisition, the Company recorded approximately $85.0 million in goodwill (note 2). In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, the Company reviews the carrying amount of its goodwill for impairment at least annually, and more frequently if conditions warrant. Pursuant to SFAS No. 142, goodwill should be tested for impairment at the reporting unit level. In the Company’s case, there are no separate reporting units other than the consolidated entity itself. Accordingly, the Company’s 2004 goodwill impairment test was performed at the consolidated entity level. As part of that impairment process, the Company compared the estimated fair value of the consolidated entity with the carrying value of the Company’s net assets, including goodwill, as of December 31, 2004, and determined that no goodwill impairment existed as of such date.

F-20

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(m) Asset Retirement Obligations

      The Company changed its method of accounting for asset retirement obligations in accordance with SFAS No. 143, Accounting for Asset Retirement Obligations, effective January 1, 2003. SFAS No. 143 requires the Company to estimate the fair value of future retirement costs associated with its ATMs. The fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred and can be reasonably estimated. Such asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s estimated useful life. Fair value estimates of liabilities for asset retirement obligations 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 accompanying consolidated financial statements. Upon settlement of the liability, the Company recognizes a gain or loss for any difference between the settlement amount and the liability recorded.

      The initial adoption of SFAS No. 143 resulted in the recognition of: (i) liabilities amounting to approximately $1.6 million for contingent retirement obligations under certain merchant contracts (included in other long-term liabilities in the accompanying consolidated balance sheet); (ii) asset retirement costs amounting to approximately $1.6 million (included in property and equipment in the accompanying consolidated balance sheet); and (iii) a charge for the cumulative effect of the change in accounting principle amounting to $0.1 million (net of related income tax benefit of $0.08 million). Accretion expense related to liabilities for contingent retirement obligations (included in depreciation and accretion on the Company’s consolidated statement of operations) amounted to $0.3 million for the year ended December 31, 2004 and $0.2 million for the year ended December 31, 2003. At December 31, 2004, the liability for contingent retirement obligations totaled $5.3 million, and was reflected in other long-term liabilities in the accompanying consolidated balance sheet.

(n) Use of Estimates in the Preparation of Financial Statements

      The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include the carrying amount of intangibles and valuation allowances for receivables, inventories and deferred income tax assets. Actual results could differ from those assumed in the Company’s estimates.

(o) Revenue Recognition

      Substantially all of the Company’s revenues are generated from ATM transaction-based fees and services, which include surcharge fees, interchange fees, branding fees and monthly fees. Transaction-based fees are recognized at the time the ATM transactions are processed and service fees are recognized at the time the service is performed. The Company offers a maintenance service agreement to certain customers purchasing ATMs. The Company recognizes service agreement revenues monthly as earned, and expenses relating to repairs under service agreements as incurred. The Company recognizes revenues related to the sale of ATMs when the equipment is delivered to the merchant customer and the Company has completed all required installation and set-up procedures.

      The Company’s other revenues are derived from sales of equipment to associate value-added resellers (VARs). The Company does not expect to generate future ATM service revenues from these transactions, and, accordingly, segregates the presentation of these revenues from the Company’s ATM transaction-based revenues. The Company recognizes and invoices revenues related to the sale of equipment to VARs when the equipment is shipped from the manufacturer to the VAR. The Company extends 30-day terms and receives payment directly from the VAR irrespective of the ultimate sale to a third party.

F-21

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(p) Stock Based Compensation

      The Company currently accounts for its stock-based compensation plan in accordance with the intrinsic value based method of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and as currently permitted by SFAS No. 123, Accounting for Stock-Based Compensation,and SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure — An Amendment of FASB Statement No. 123. Compensation cost related to stock options issued to employees is calculated on the date of grant only if the current market price of the underlying stock exceeds the exercise price. Compensation expense is then recognized on a graded basis over the vesting period, generally four years.

      The accompanying consolidated financial statements include compensation expense amounts relating to a restricted stock grant that was granted in 2003 and subsequently modified in 2004 (note 4), and certain options granted in 2004. Such compensation expense amounts totaled approximately $0.9 million, $1.6 million, and $0 for the years ended December 31, 2004, 2003 and 2002, respectively.

      Had compensation cost for the Company’s plan been determined based on the fair value method at the grant dates, as specified in SFAS No. 123, the Company’s net earnings would have been reduced to the following pro forma amounts (in thousands, except per share info):

		Years Ended
		December 31,
		2004			2003		2002
Net income, as reported		$	4,610		$	2,454	$	142
Add: Stock-based employer compensation expense included in reported net income, net of tax			12			—		—
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax			(59	)		—		—
Net income, as adjusted			4,563			2,454		142
Dividends on preferred stock			2,312			2,089		1,880
	Net income (loss) available to common stockholders, as adjusted	$	2,251		$	365	$	(1,738	)

      Additional information regarding the Company’s stock option plan is included in note 3.

(q) Derivative Instruments

      The Company utilizes derivative financial instruments to hedge its exposure to changing interest rates, especially as it relates to the Company’s ATM cash management activities. The Company does not enter into derivative transactions for speculative or trading purposes.

      All derivatives are recognized on the consolidated balance sheet at fair value. As of December 31, 2004 and March 31, 2005, all of the Company’s derivative transactions were considered to be cash-flow hedges in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. Accordingly, changes in the fair values of such derivatives have been reflected in the accumulated other comprehensive income account in the accompanying consolidated balance sheet. See note 15 for more details on the Company’s derivative financial instrument transactions.

(r) Comprehensive Income

      Comprehensive income includes unrealized gains associated with the Company’s interest rate hedging activities, and is presented in the accompanying consolidated statements of stockholders’ deficit.

F-22

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      SFAS No. 130, Reporting Comprehensive Income, establishes standards for reporting comprehensive income and its components in the financial statements. Accumulated other comprehensive income is displayed as a separate component of stockholders’ deficit in the accompanying consolidated balance sheets and consisted entirely of unrealized gains, net of related income taxes, related to changes in the fair values of the Company’s interest rate swap derivative transactions.

(s) New Accounting Pronouncements

      In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment, a revision of SFAS No. 123. SFAS 123R eliminates the intrinsic value method of accounting for stock-based compensation, as currently allowed under APB Opinion No. 25, and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments based on the fair value of such awards on their grant date (with limited exceptions). Because the Company has historically utilized the minimum value method of measuring equity share option values for pro forma disclosure purposes under SFAS 123, it will adopt the provisions of SFAS 123R effective January 1, 2006 using the prospective transition method. Accordingly, the Company will recognize compensation expense for all new awards that are granted and existing awards that are modified subsequent to December 31, 2005. For those awards issued and still outstanding prior to December 31, 2005, the Company will continue to account for such awards pursuant to APB Opinion No. 25 and its related interpretive guidance.

      The Company estimates that the effect on net income and earnings per share in the periods following adoption of SFAS 123R will be consistent with the pro forma disclosures under SFAS 123, except that estimated forfeitures will be considered in the calculation of compensation expense under SFAS 123R. Additionally, the actual effect on net income and earnings per share will vary depending upon the number of options granted subsequent to December 31, 2005, as compared to prior years. Further, the Company has not yet determined the actual model that will be used to calculate fair value under SFAS 123R.

(t) Working Capital Deficit

      The Company’s surcharge and interchange revenues are typically collected in cash on a daily basis or within a very short period of time subsequent to the end of each month. However, the Company typically pays its vendors, including certain of its merchant customers, within 30 days subsequent to the end of each month. Accordingly, the Company will typically utilize the excess cash flow generated from such timing differences to fund its capital expenditure needs or to repay amounts outstanding under its revolving line of credit (which is reflected as a long-term liability in the accompanying consolidated balance sheets). Accordingly, this scenario, when coupled with the fact that the Company’s current liabilities also reflect amounts due within the next twelve months under the Company’s term loan facility, will typically cause the Company’s balance sheet to reflect a working capital deficit position. The Company considers such a presentation to be a normal occurrence within the confines of the Company’s ongoing operations, as outlined above.

(2) Acquisitions

Acquisition of E*TRADE Access, Inc. ATM Portfolio

      As mentioned in note 1, the Company completed the E*TRADE acquisition on June 30, 2004, for approximately $106.9 million in cash. Such amount was funded through borrowings under the Company’s amended and restated term loan and revolving line of credit agreement (note 11).

      As a result of the acquisition, the Company increased the number of ATMs that it owns and operates to approximately 24,500 machines, making it the largest independent operator of ATMs in the United States.

F-23

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The results of operations of the acquired E*TRADE ATM portfolio have been included in the Company’s consolidated statement of operations for the period subsequent to the June 30, 2004 acquisition date.

      The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (amounts in thousands). Pursuant to SFAS No. 141, Business Combinations, the total purchase consideration was allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their respective fair values at the date of acquisition. Such allocation resulted in goodwill of approximately $85.0 million, which was assigned at the enterprise level. Such goodwill is also expected to be deductible for income tax purposes over a period of 15 years.

Cash			$	8,137
Trade accounts receivable, net				574
Surcharge and interchange receivable				1,240
Inventory				395
Other current assets				319
Property and equipment				8,496
Intangible assets subject to amortization (10 year weighted-average life)				23,954
Goodwill				84,977
	Total assets acquired			128,092
Accounts payable				(5,762	)
Accrued liabilities				(9,204	)
Other long-term liabilities				(6,258	)
	Total liabilities assumed			(21,224	)
		Net assets acquired	$	106,868

      The above purchase price allocation is preliminary pending the resolution of certain contingent pre-acquisition items. Such contingent items, which relate to certain pre-existing legal disputes associated with the acquired E*TRADE ATM portfolio, could result in changes to the above purchase price allocation resulting from the establishment of additional accruals. At this point, it is too soon to predict the outcome of such disputes, or the amount (if any) of the potential incremental accruals that may be necessary.

      The intangible assets subject to amortization are comprised entirely of the acquired merchant contracts/relationships associated with the E*TRADE ATM portfolio. The $24.0 million value assigned to such contracts/relationships was determined by an independent appraisal firm that specializes in such matters. The intangible assets established as part of the E*TRADE acquisition are being amortized on a straight-line basis, in accordance with the Company’s previously disclosed policy, over an estimated useful life of 10 years.

F-24

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table presents the unaudited pro forma combined results of operations of the Company and the acquired E*TRADE ATM portfolio for the years ended December 31, 2004 and 2003, after giving effect to certain pro forma adjustments. These unaudited pro forma results assume that the acquisition occurred on January 1, 2003, and are not necessarily indicative of the actual results that would have occurred had the acquisition been consummated on such date. Furthermore, such pro forma results are not necessarily indicative of the future results to be expected for the consolidated operations (in thousands, except per share data).

	2004		2003
Revenues	$	249,820	$	226,483
Income from continuing operations		18,021		13,654
Net income applicable to common shareholders		4,294		759
Basic income per share	$	1.87	$	0.37

2003 Portfolio Acquisitions

      During 2003, the Company acquired more than 1,200 merchant contracts/relationships representing approximately 3,690 ATMs through four separate ATM asset acquisitions. The cost of the acquisitions totaled $23.5 million and the purchase price was allocated $6.3 million to ATM equipment, $0.7 million to inventory and $16.5 million to merchant contracts/relationships. Total consideration paid represented the fair value of the ATM assets as of the acquisition dates.

2002 Portfolio Acquisitions

      During 2002, the Company acquired a total of 30 merchant contracts/relationships representing approximately 1,125 ATMs through two separate ATM asset acquisitions. The cost of the acquisitions totaled $13.1 million and the purchase price was allocated $5.9 million to ATM equipment, $0.4 million to inventory and $6.8 million to merchant contracts/relationships. Total consideration paid represented the fair value of the ATM assets as of the acquisition dates.

(3) Stock Compensation

      In June 2001, the board of directors of the Company approved a stock option plan that permits the Company to grant stock options to employees. Stock options generally vest over a four-year period and expire ten years after the grant date. The Company has reserved 476,114 shares for issuance under the 2001 Stock Incentive Plan. A summary of the 2001 Stock Incentive Plan is presented below:

	2004				2003				2002
			Weighted				Weighted				Weighted
			Average				Average				Average
			Exercise				Exercise				Exercise
	Shares		Price		Shares		Price		Shares		Price
Beginning balance		210,736	$	6.62		392,556	$	7.03		357,483	$	5.41
Granted		109,500		52.00		—		—		70,839		11.73
Exercised		10,956		7.78		181,820		7.50		35,766		0.20
Forfeited		8,713		8.39		—		—		—		—
Ending balance		300,567	$	23.06		210,736	$	6.62		392,556	$	7.03
Weighted average fair value of options granted during the year	$	4.36			$	—			$	—

F-25

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Additional information regarding options outstanding as of December 31, 2004, is as follows:

			Weighted
			Average		Shares
Exercise Price	Shares		Remaining Life		Exercisable
$0.04		37,001		6.42 years		37,001
$0.20		10,484		6.42 years		10,484
$5.87-5.88		76,942		6.43 years		62,051
$11.73-11.76		66,640		6.94 years		35,840
$52.00		109,500		9.19 years		1,000

      The weighted-average fair value at date of grant of options granted during 2002 was $0.00. See note 1(q) for a tabular presentation of the pro forma effect of the Company’s net income (loss) as if compensation had been recognized for stock options issued at their fair value on the date of the grant. Fair values were estimated using the Black-Scholes option-pricing model with the weighted-average assumptions of total fair value/total shares outstanding presented above.

      Black-Scholes assumptions:

	2004			2003		2002
Expected dividend yield		—			—		—
Expected stock price volatility		—			—		—
Risk-free interest rate		2.96	%		—		3.97	%
Expected life of options		5.00			—		5.00

(4) Related Party Transactions

      The CapStreet Group owns a minority interest in Susser Holdings, LLC, and a majority interest in MessagePro, Inc. The Company engages in business activities in the normal course of business with each of these entities. Payments to MessagePro, a call center company, represented less than one percent of the Company’s total operating expenses for the year ended December 31, 2004. Susser Holdings, for whom the Company provides ATM management services, accounted for less than 3% of the Company’s total revenues for the year ended December 31, 2004.

      Fred R. Lummis, the chairman of the Company’s board of directors, is also a managing director of The CapStreet Group, LLC, the ultimate general partner of CapStreet II and CapStreet Parallel II. Frederick W. Brazelton, one of the Company’s directors, is also a partner of The CapStreet Group, LLC. Ron Coben, one of the Company’s directors, is also the president and chief executive officer of MessagePro, Inc. The CapStreet Group owns a majority interest in MessagePro, Inc., and Fred R. Lummis and Frederick W. Brazelton are each members of the board of directors of MessagePro, Inc. The Company’s board members are reimbursed for customary travel expenses and meals.

      The Company currently has loans outstanding with certain officers and employees related to past exercises of employee stock options and purchases of the Company’s common stock, as applicable. Such amounts are reflected as subscriptions receivable in the accompanying consolidated balance sheets. The rate of interest on each of these loans is 5% per annum. The total amount outstanding under such loans, including accrued interest, was $2.0 million as of December 31, 2004. In connection with the investment by TA Associates in February 2005 (note 20), and the concurrent redemption of a portion of the Company’s common stock, approximately $0.4 million of the outstanding loans were repaid to the Company.

F-26

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Pursuant to a restricted stock agreement dated January 20, 2003, the Company sold the president and chief executive officer of the Company 80,000 shares of common stock in exchange for a promissory note in the amount of $940,800. The agreement permits the Company to repurchase a portion of such shares prior to January 20, 2007 in certain circumstances. The agreement also contained a provision allowing the shares to be “put” to the Company in an amount sufficient to retire the entire unpaid principal balance of the promissory note plus accrued interest. On February 4, 2004, the Company amended the restricted stock agreement to remove such “put” right. The Company recognized approximately $0.9 million and $1.6 million in compensation expense in the accompanying consolidated statements of operations for the years ended December 31, 2004 and 2003, respectively, associated with such restricted stock grant.

(5) Prepaid, Deferred Costs, and Other Current Assets

      A summary of prepaid, deferred costs, and other current assets is as follows (in thousands):

		December 31,
		2004		2003
Prepaids		$	2,048	$	1,220
Deferred costs and other current assets			455		557
	Total	$	2,503	$	1,777

(6) Property and Equipment, net

      A summary of property and equipment is as follows (in thousands):

		December 31,
		2004		2003
ATM equipment and related costs		$	52,131	$	27,237
Office furniture, fixtures, and other			4,840		3,129
	Total		56,971		30,366
Less accumulated depreciation			11,979		6,230
	Net property and equipment	$	44,992	$	24,136

(7) Intangible Assets, net

      A summary of intangible assets is as follows (in thousands):

		December 31,
		2004		2003
Contract intangibles		$	51,277	$	27,670
Exclusive license agreements			1,432		307
Deferred financing costs			2,112		1,660
	Total		54,821		29,637
Less accumulated amortization			11,744		6,276
	Net intangible assets	$	43,077	$	23,361

F-27

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(8) Preferred Stock

      As previously mentioned, the Company issued 17,500 shares of its Series A preferred stock to The CapStreet Group in multiple transactions during 2001 and 2002 for approximately $17.5 million in gross proceeds. The carrying amount of the Series A preferred stock, which included a 10% annual accreting dividend provision, was $23.6 million as of December 31, 2004. Such amount has been reflected net of issuance costs of approximately $0.9 million.

      All Series A preferred shares, including any accrued and unpaid dividends with respect thereto, were redeemed by the Company in February 2005, concurrent with the investment made by TA Associates (note 20).

(9) Accrued Liabilities

      The Company’s accrued liabilities include accrued cash management fees, maintenance obligations, and fees owed to merchants. Other accrued expenses include processing, sales tax, compensation, armored fees and other miscellaneous charges. A summary of the Company’s accrued liabilities for each of the periods presented below is as follows (in thousands):

		December 31,
		2004		2003
Accrued cash management fees		$	1,600	$	926
Accrued maintenance			2,498		1,820
Accrued merchant fees			6,259		1,171
Other accrued expenses			11,706		6,615
	Total	$	22,063	$	10,532

(10) Operating Lease Obligations

      As of December 31, 2004, the Company was a party to several operating leases, primarily for ATMs and the rental of space at certain merchant locations, which expire at various times during the next nine years. Rental expense under these leases for the periods ended December 31, 2004, 2003 and 2002 was approximately $8.6 million, $5.9 million, and $3.1 million, respectively. The Company did not have any capital lease obligations as of December 31, 2004.

      Future minimum lease payments under the Company’s operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2004, were as follows (in thousands):

2005		$	7,972
2006			7,065
2007			4,953
2008			4,472
2009			1,656
Thereafter			373
	Total minimum lease payments	$	26,491

F-28

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(11) Long-Term Debt

      Borrowings under the Company’s term loan and revolving credit agreement at December 31, 2003 and 2004 and March 31, 2005, consisted of the following (in thousands):

		December 31,
		2004		2003
Term loan bearing interest at LIBOR + 3.25% and 4.00% as of December 31, 2004 and 2003, respectively (combined rate of 5.60% at December 31, 2004)		$	100,000	$	31,371
Revolving credit loan facility bearing interest at LIBOR + 3.25% and 3.50% as of December 31, 2004 and 2003, respectively, and PRIME + 2.50% for swing-line borrowings as of December 31, 2004 (weighted-average combined rate of 5.86% at December 31, 2004)			28,541		—
	Total		128,541		31,371
Less current portion			15,000		—
	Total excluding current portion	$	113,541	$	31,371

      On June 30, 2004, in connection with the E*TRADE acquisition, the Company amended and restated its bank credit facility with a syndicate of banks led by BNP Paribas and Bank of America, N.A. The Company utilized borrowings from the new facility to finance the E*TRADE acquisition and to repay amounts outstanding under the Company’s existing bank credit facility. The amended bank credit facility, which matures on June 30, 2009, provides up to $80.0 million of revolving borrowing capacity and a $100.0 million term loan. Additionally, up to $10.0 million of the revolving borrowing capacity can be utilized by the Company for issuing letters of credit. Borrowings under the term loan and revolving credit facility bear interest at LIBOR plus 3.25%. Such spread may be reduced to 2.75% based upon the Company achieving certain pre-defined leverage ratios, as outlined in the amended bank credit facility.

      In connection with the amendment of the Company’s previous bank credit facility, the Company recorded a charge in the amount of $2.5 million relating to the write-off of previously deferred financing costs associated with such facility, and amounts paid in connection with the new facility. Additionally, approximately $1.5 million in current and deferred financing costs were charged to expense in 2003 in connection with a previous amendment to the Company’s then current bank credit facility.

      Substantially all of the Company’s assets, including the stock of its subsidiaries, are pledged to secure the amended bank credit facility. Furthermore, each of the Company’s subsidiaries has guaranteed the Company’s obligations under the amended bank credit facility. Finally, the amended bank credit facility requires the Company to meet, among other factors, certain financial covenants and ratios. As of December 31, 2004, the Company was in compliance with such covenants and ratios.

      See Note 21 for details of the Company’s new credit facility.

F-29

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Maturities of long-term debt are as follows (in thousands):

		Amount
Year ending December 31:
2005		$	15,000
2006			20,000
2007			20,000
2008			30,000
2009			43,541
	Total	$	128,541

      At December 31, 2004, the Company had $100.0 million outstanding under the term loan portion of the amended bank credit facility. Principal on the term loan is payable in quarterly installments beginning March 31, 2005, in annual amounts that increase over the life of the loan, starting at 15.0% of the balance in 2005, 20.0% of the principal balance in 2006, 20.0% of the principal balance in 2007, 30.0% of the principal balance in 2008 and 15.0% of the principal balance in 2009.

(12) Employee Benefits

      The Company offers a 401(k) plan to the employees but does not make matching contributions.

(13) Commitments and Contingencies

      The following table reflects the Company’s significant contractual obligations and other commercial commitments as of December 31, 2004:

Contractual
Obligations	Total		2005		2006		2007		2008		2009		Thereafter
	(in thousands)
Long-term debt	$	128,541	$	15,000	$	20,000	$	20,000	$	30,000	$	43,541	$	—
Operating lease obligations		6,823		3,053		2,480		718		264		264		44
Merchant space lease obligations		19,668		4,919		4,585		4,235		4,208		1,392		329
Total contractual cash obligations	$	155,032	$	22,972	$	27,065	$	24,953	$	34,472	$	45,197	$	373

      In addition to the above commitments, the Company has guaranteed a portion of certain merchant customers’ obligations to third-party financial institutions in connection with the sale of ATMs to those merchant customers. As of December 31, 2004, the maximum potential amount of undiscontinued future payments that could be required under such guarantees totaled approximately $1.0 million, with such obligations extending through 2006. However, such amount would be somewhat offset by the value of the underlying ATMs, which the Company would be able to obtain and liquidate in the event of such defaults. It is estimated that such ATMs would provide approximately $0.3 million in net proceeds, which could be utilized to reduce the total maximum obligation amount identified above.

F-30

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(14) Asset Retirement Obligations

      The Company changed its method of accounting for asset retirement obligations in accordance with SFAS No. 143 effective January 1, 2003. Under SFAS No. 143, the Company recognizes asset retirement obligations in the period in which they are incurred if a reasonable estimate of the fair value can be made. When the liability is initially recorded, the Company capitalizes the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its settlement value and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, the Company recognizes a gain or loss for any difference between the settlement amount and the liability recorded.

      The cumulative effect of the change on prior years resulted in an after-tax charge to income of $0.1 million (net of income taxes of $0.08 million), or $0.06 diluted earnings per share for the year ended December 31, 2003. The effect of the change in 2003 was to decrease income before the cumulative effect of the accounting changes by approximately $0.2 million related to depreciation and accretion expense recorded during the period. The pro forma effects of the application of SFAS No. 143 as if the statement had been adopted on January 1, 2002 (instead of January 1, 2003) are presented below (pro forma amounts assuming the accounting change is applied retroactively, net of tax) (in thousands, except per share amounts):

		2003		2002
		Pro Forma		Pro Forma
Net income		$	2,454	$	142
Dividends on preferred stock			2,089		1,880
Net income (loss) available to common stockholders as reported			365		(1,738	)
	(Increase) decrease in depreciation expense		83		(83	)
	(Increase) decrease in accretion expense		51		(51	)
Net income (loss) available to common stockholders, as adjusted		$	499	$	(1,872	)

      Asset retirement obligations consist primarily of deinstallation costs of the ATM and the costs to restore the ATM site to its original condition. The Company is legally required to perform this deinstall and restoration work. In accordance with SFAS No. 143, for each group of ATMs the Company recognized the fair value of a liability for an asset retirement obligation and capitalized that cost as part of the cost basis of the related asset. The related assets are being depreciated on a straight-line basis over 7 years.

      The following table describes changes to the Company’s asset retirement obligation liability for the year ended December 31, 2004 (in thousands):

	Year Ended
	December 31,
	2004
Asset retirement obligation at the beginning of the period	$	3,005
Additional ATMs		2,483
Accretion expense		278
Payments		(461	)
Asset retirement obligation at the end of the period	$	5,305

F-31

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The pro forma and actual asset retirement obligation liability balances as if SFAS No. 143 had been adopted on January 1, 2002 (instead of January 1, 2003) were as follows (in thousands):

	2003		2002
Liability for asset retirement — beginning	$	1,642	$	—
Liability for asset retirement — ending		3,005		1,642

(15) Derivative Financial Instruments

      The Company is exposed to changes in interest rates (LIBOR) as a result of its variable-rate debt and ATM cash management activities. It is the Company’s policy to limit the variability of a portion of its expected future interest payments as a result of changes in LIBOR by utilizing certain types of derivative financial instruments.

      To meet the above objective, the Company entered into several LIBOR-based interest rate swaps during 2004 to fix the interest rate paid on $200 million of the Company’s current and anticipated outstanding ATM cash balances. The effect of such swaps was to fix the interest rate paid on the following notional amounts for the periods identified (in thousands):

Notional Amount		Weighted Average Fixed Rate			Term
$	50,000		2.86	%		Through September 30, 2006
	50,000		3.20	%		Through September 30, 2007
	100,000		3.36	%		Through December 31, 2007
$	200,000		3.19	%

      Net amounts paid or received under such swaps are recorded as adjustments to the Company’s cost of ATM revenues in the accompanying consolidated statements of operations. During the year ended December 31, 2004, there were no gains or losses recorded in the consolidated statements of operations as a result of any ineffectiveness associated with the Company’s interest rate swaps.

      The Company’s interest rate swaps have been classified as cash flow hedges pursuant to SFAS No. 133. Accordingly, changes in the fair values of the Company’s interest rate swaps have been reported in accumulated other comprehensive income in the accompanying consolidated balance sheet. As of December 31, 2004, the accumulated gain on such swaps totaled approximately $0.9 million, net of income taxes of $0.6 million. During the year ending December 31, 2005, approximately $0.2 million of the gains included in the accumulated other comprehensive income account are expected to be reclassified into cost of ATM revenues as a yield adjustment to the hedged outstanding ATM cash balances.

(16) Litigation

      The Company is subject to various legal proceedings and claims arising in the ordinary course of business, including certain proceedings which were previously associated with the acquired E*TRADE ATM portfolio. The Company’s management does not expect that the outcome in any of these legal proceedings, individually or collectively, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

F-32

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(17) Income Taxes

      Income tax expense based on income before income taxes and cumulative effect of accounting change consists of the following (in thousands):

				2004		2003		2002
Current:
	U.S. federal			$	22	$	28	$	—
	State and local				47		54		—
		Total current		$	69	$	82	$	—
Deferred:
	U.S. federal			$	2,584	$	1,313	$	82
	State and local				303		116		72
		Total deferred			2,887		1,429		154
			Total	$	2,956	$	1,511	$	154

      Income tax expense differs from amounts computed by applying the statutory rate to income before taxes as follows for the years ended December 31, 2004, 2003 and 2002 (in thousands):

			2004		2003			2002
Income tax expense at the statutory rate of 34%			$	2,572	$	1,394		$	101
State tax net of federal benefit				222		116			47
Provision to return adjustments				101		—			—
Change in effective state tax rate				49		—			—
Other				12		1			6
	Income tax expense on income before income taxes and cumulative effect of accounting change			2,956		1,511			154
	Income tax (benefit) allocated to cumulative effect of accounting change			—		(80	)		—
		Total tax provision	$	2,956	$	1,431		$	154

F-33

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2004 and 2003, were as follows (in thousands):

				2004			2003
Current deferred tax assets:
	Net operating loss carryforward			$	2,215		$	1,028
	Reserve for note receivable				61			89
	Employment agreements				206			97
	Bad debt reserve				33			26
	Accrued repurchase obligation				23			31
	Other				68			32
		Current deferred tax assets			2,606			1,303
Noncurrent deferred tax assets:
	Notes receivable reserve				3			56
	SFAS No. 143 deinstallation costs				724			196
	Deferred revenue				1,186			—
		Noncurrent deferred tax assets			1,913			252
Current deferred tax liabilities:
	Deferred stock compensation				(180	)		—
	Other				(14	)		—
		Current deferred tax liabilities			(194	)		—
Noncurrent deferred tax liabilities:
	Property, plant and equipment				(6,411	)		(1,921	)
	Deferred stock compensation				(94	)		—
	Deployment costs				(1,073	)		(391	)
	Unrealized gain on derivative instruments				(566	)		—
		Noncurrent deferred tax liabilities			(8,144	)		(2,312	)
			Net deferred tax liability	$	(3,819	)	$	(757	)

      In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences.

      As of December 31, 2004, the Company had approximately $6.4 million in federal net operating loss carryforwards that will begin expiring in 2021, and $0.7 million in state net operating loss carryforwards that will begin expiring in 2006.

F-34

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(18) Significant Suppliers

      The Company purchased equipment from two suppliers that accounted for 11% and 82% of total ATM purchases for the year ended December 31, 2003. One of these suppliers accounted for 76% of the Company’s total ATM purchases for the year ended December 31, 2004. Accounts payable to both suppliers represented 31% of the accounts payable balance at December 31, 2003, and less than 1% of the accounts payable balance at December 31, 2004, for the one supplier.

(19) Segment Information and Geographical Information

      The Company considers its business activities a single reporting segment as it derives at least 90% of its revenue and results of operations from one business segment representing ATM Management Services. During 2002, the Company had one merchant customer that represented 14% of its revenue. During 2004 and 2003, the Company had no single merchant customer that represented 10% or more of consolidated revenues.

(20) Subsequent Events

      On February 10, 2005, the Company issued 894,568 shares of its Series B preferred stock for $75.0 million in proceeds. The net proceeds from the offering were utilized to redeem the Company’s outstanding Series A preferred stock and a portion of the Company’s outstanding common stock and vested options. The Series B preferred shareholders have certain preferences to the Company’s common shareholders, including board representation rights and preferential distributions associated with any future liquidation event. The Series B preferred shares are convertible into the same number of shares of the Company’s common stock, as adjusted for future stock splits and the issuance of dilutive securities. The Series B preferred shares have no stated dividends and are redeemable at any time on or after February 2012, at the option of a majority of the Series B holders.

      On February 21, 2005, one of the Company’s larger merchant customers, Winn-Dixie Stores, Inc. (Winn-Dixie) filed for Chapter 11 bankruptcy protection. The Company is still in the process of ascertaining what impact, if any, the bankruptcy proceedings will have on the Company’s existing ATM service contract with Winn-Dixie. However, to the extent that the bankruptcy proceedings result in the amendment or cancellation of the underlying contract, the Company may have to record an impairment charge related to the carrying amounts of the assets associated with such contract (including the related fixed asset and intangible contract values). As of December 31, 2004, such amounts totaled approximately $4.3 million. Additionally, the Company has approximately $5.3 million in future estimated operating lease payments associated with many of the ATMs placed at the Winn-Dixie store locations.

      On March 1, 2005, the Company acquired a portfolio of ATMs and related contracts for approximately $8.2 million in cash. Such portfolio consisted of approximately 450 ATMs located in independent grocery stores in and around the New York metropolitan area. The acquisition was funded with cash on hand and borrowings under the Company’s amended bank credit facility.

(21) Events (Unaudited) Subsequent to the Date of the Report of the Independent Auditor

      On May 17, 2005, the Company acquired Bank Machine Acquisitions, Ltd., an owner and operator of approximately 1,000 ATMs located throughout the United Kingdom. The acquisition consideration totaled approximately $95.0 million and was comprised of $92.0 million in cash and $3.0 million of the Company’s Series B preferred stock. The cash utilized to finance the acquisition was borrowed under a new credit facility with BNP Paribas and Bank of America, N.A. Such facility, which replaced the Company’s existing bank credit facility, is comprised of (i) a revolving credit facility of up to $100.0 million, (ii) a first lien term facility of up to $125.0 million, and (iii) and a second lien term facility of up to $75.0 million. As of the acquisition date, the first and second lien term facilities were fully drawn down, and approximately $33.7 million was drawn down under the revolving credit facility.

F-35

CARDTRONICS, INC.

Condensed Consolidated Financial Statements

September 30, 2005 (unaudited)

F-36

CARDTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

($ IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

		September 30,			December 31,
		2005			2004
		(Unaudited)
Assets
Current assets:
	Cash and cash equivalents	$	2,517		$	1,412
	Accounts and notes receivable, net of allowance of $714 as of both dates		8,746			11,473
	Inventory		4,271			2,609
	Prepaid, deferred costs, and other current assets		3,181			2,503
	Restricted cash, short-term		3,775			—
	Deferred tax asset		3,999			2,412
Total current assets			26,489			20,409
Restricted cash			33			32
Property and equipment, net			71,622			44,992
Intangible assets, net			74,792			43,077
Goodwill			160,555			84,977
Prepaid and other assets			7,015			1,822
Total assets		$	340,506		$	195,309
Liabilities and Stockholders’ Deficit
Current liabilities:
	Current portion of long-term debt and notes payable	$	3,146		$	15,000
	Current portion of other long-term liabilities		2,251			1,176
	Accounts payable and accrued liabilities		41,752			24,814
Total current liabilities			47,149			40,990
Long-term liabilities:
	Long-term debt, net of current portion		240,421			113,541
	Deferred tax liability		10,991			6,231
	Other long-term liabilities and minority interest in subsidiary		14,855			13,077
Total liabilities			313,416			173,839
Redeemable preferred stock			76,263			23,634
Stockholders’ deficit:
	Common stock, $0.0001 par value; 2,500,000 shares authorized; 2,373,398 shares issued at September 30, 2005 and December 31, 2004; 1,750,238 and 2,303,257 outstanding at September 30, 2005 and December 31, 2004, respectively		—			—
	Subscriptions receivable (at face value)		(1,476	)		(1,862	)
	Additional paid-in capital		809			—
	Accumulated other comprehensive income, net		124			886
	Retained earnings (accumulated deficit)		245			(329	)
	Treasury stock; 623,160 and 70,141 shares at cost at September 30, 2005 and December 31, 2004, respectively		(48,875	)		(859	)
Total stockholders’ deficit			(49,173	)		(2,164	)
Total liabilities and stockholders’ deficit		$	340,506		$	195,309

F-37

CARDTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ IN THOUSANDS)

(UNAUDITED)

			Nine Months
			Ended
			September 30,
			2005		2004
Revenues:
	ATM operating revenues		$	191,731	$	125,169
	ATM product sales and other revenues			7,457		5,772
		Total revenues		199,188		130,941
Cost of revenues:
	Cost of ATM operating revenues			148,528		98,211
	Cost of ATM product sales and other revenues			6,976		4,997
		Total cost of revenues		155,504		103,208
		Gross profit		43,684		27,733
Operating expenses:
	Selling, general and administrative expenses			11,552		8,851
	Depreciation and accretion expense			8,530		4,257
	Amortization expense			5,689		4,092
		Total operating expenses		25,771		17,200
Income from operations				17,913		10,533
Other expenses:
	Interest expense, net			14,224		5,211
	Minority interest in subsidiary			17		9
	Other			865		228
		Total other expenses		15,106		5,448
Income (loss) before income taxes				2,807		5,085
Income tax provision (benefit)				972		1,931
Net income (loss)				1,835		3,154
Preferred stock dividends and accretion expense				1,328		1,709
Net income (loss) available to common stockholders			$	507	$	1,445

F-38

CARDTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

($ IN THOUSANDS)

(UNAUDITED)

					Nine Months Ended
					September 30,
					2005			2004
Cash flows from operating activities:
	Net income				$	1,835		$	3,154
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation, amortization and accretion expense				14,219			8,349
		Amortization and write-off of deferred financing costs				4,199			2,787
		Non-cash compensation expense				407			698
		Deferred income taxes				(530	)		(266	)
		Minority interest				17			9
		Loss on sale of assets				865			228
		Changes in assets and liabilities, net of acquisitions:
			(Increase) decrease in receivables, net			3,188			(571	)
			(Increase) decrease in prepaid, deferred costs and other current assets			1,037			(1,692	)
			(Increase) decrease in inventory			240			(288	)
			(Increase) decrease in other assets			41			(37	)
			Increase in accounts payable and accrued liabilities			10,015			5,949
			Increase (decrease) in other liabilities			(2,782	)		2,173
				Net cash provided by operating activities		32,751			20,493
Cash flows from investing activities:
	Additions to property and equipment					(27,488	)		(13,289	)
	Sales of property and equipment					60			285
	Acquisitions, net of cash acquired					(105,916	)		(102,954	)
				Net cash used in investing activities		(133,344	)		(115,958	)
Cash flows from financing activities:
	Proceeds from issuance of long-term debt					469,410			136,041
	Repayments of long-term debt					(357,541	)		(37,425	)
	Issuance of preferred stock					73,142			—
	Redemption of preferred stock					(24,795	)		—
	Issuance of capital stock					46			148
	Purchase of capital stock					(48,246	)		—
	Repayment of subscription receivables					386			442
	Distributions					(50	)		(19	)
	Debt issuance costs					(10,469	)		(3,272	)
				Net cash provided by financing activities		101,883			95,915
	Effect of exchange rate changes on cash					(185	)		—
				Net increase in cash and cash equivalents		1,105			450
	Cash and cash equivalents at beginning of period					1,412			5,554
	Cash and cash equivalents at end of period				$	2,517		$	6,004
	Supplemental disclosure of cash flow information:
		Cash paid for interest			$	7,354		$	2,741
		Cash paid for income taxes				32			327

F-39

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — General and Basis of Financial Statements

      Cardtronics, Inc., along with its wholly-owned subsidiaries (collectively, the “Company” or “Cardtronics”), owns and operates approximately 25,000 automated teller machines (“ATMs”) in all 50 states and approximately 1,000 ATMs located throughout the United Kingdom. The Company provides ATM management and equipment-related services to well known multi-unit retail merchants as well as smaller retailers and operators of facilities such as shopping malls and airports. The Company typically enters into multi-year contractual relationships with its merchant customers.

      The unaudited interim condensed consolidated financial statements include the accounts of Cardtronics, Inc. and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Additionally, certain reclassifications have been made to the prior year amounts to conform to the current year presentation.

      The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are presented in accordance with the rules and regulations of the Securities and Exchange Commission applicable to interim financial information. Accordingly, certain footnote disclosures have been condensed or omitted. In the Company’s opinion, the unaudited interim condensed consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. These financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2004. The results of operations for the nine-month periods ended September 30, 2005 and 2004 are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year.

      The condensed consolidated balance sheet at December 31, 2004 has been derived from audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. For further information, refer to the Company’s audited consolidated financial statements and footnotes thereto as of and for the year ended December 31, 2004.

      The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, and such differences could be material to the financial statements.

NOTE 2 — Business Combinations

Acquisition of Bank Machine (Acquisitions) Limited

      On May 17, 2005, the Company acquired all of the issued and outstanding shares of Bank Machine (Acquisitions) Limited (“Bank Machine”), a privately held independent owner and operator of approximately 1,000 ATMs in the United Kingdom. Such acquisition provides the Company with an existing platform outside of the United States from which it can expand its operations to other European markets.

      The purchase price totaled approximately $95.0 million and consisted of $92.0 million in cash and the issuance of 35,221 shares of the Company’s Series B Convertible Preferred Stock, which was valued by the Company at approximately $3.0 million. Additionally, the Company expects to incur approximately $2.5 million in transaction costs associated with the acquisition.

      Although the Bank Machine acquisition closed on May 17, 2005, the Company utilized May 1, 2005 as the effective date of the acquisition for accounting purposes. Accordingly, the accompanying condensed

F-40

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

consolidated financial statements of the Company include Bank Machine’s results of operations for the period subsequent to May 1, 2005. Additionally, such results have been reduced by approximately $0.3 million, with such amount representing the imputed interest costs associated with the acquired Bank Machine operations for the period from May 1, 2005 through the actual closing date of May 17, 2005.

      In connection with the acquisition, certain existing shareholders of Bank Machine agreed to defer receipt of a portion of their cash consideration proceeds in return for the issuance of certain guaranteed notes payable from Cardtronics Limited, the Company’s wholly-owned subsidiary holding company in the United Kingdom. As part of the guarantee arrangement, the Company placed approximately $3.1 million of the cash consideration paid as part of the acquisition in a bank account to serve as collateral for the guarantee. Such cash has been reflected in the “Restricted cash, short-term” line item in the accompanying condensed consolidated balance sheet. The notes mature in May 2008, but may be repaid in part or in whole at any time at the option of each individual note holder beginning in November 2005. Accordingly, such obligations have been reflected in the “Current portion of long-term debt and notes payable” line item in the accompanying condensed consolidated balance sheet. Interest expense on the notes accrues quarterly at the same floating rate as that of the interest income associated with the related restricted cash account. For the quarterly period ended September 30, 2005, such rate was approximately 4.50% per annum.

      The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (amounts in thousands). Pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations, the total purchase consideration has been allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their respective fair values at the date of acquisition. Such preliminary allocation has resulted in the recording of approximately $78.5 million in goodwill, which is not expected to be deductible for income tax purposes. Such goodwill amount has been assigned to the Company’s United Kingdom operations.

Cash		$	3,400
Trade accounts receivable, net			408
Inventory			82
Other current assets			5,224
Property and equipment			10,895
Intangible assets subject to amortization (7 year weighted-average life)			6,812
Intangible assets not subject to amortization			3,682
Goodwill			78,470
	Total assets acquired		108,973
Accounts payable			(2,467	)
Accrued liabilities			(5,836	)
Current portion of notes payable			(3,232	)
Deferred income taxes, non-current			(1,192	)
Other long-term liabilities			(1,225	)
	Total liabilities assumed		(13,952	)
Net assets acquired		$	95,021

      The above purchase price allocation is considered to be preliminary pending the resolution of the Company’s independent appraisal efforts.

F-41

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      As indicated in the table above, approximately $6.8 million has been allocated to intangible assets subject to amortization, which represents the estimated value associated with the acquired merchant contracts/relationships associated with the Bank Machine ATM portfolio. This amount is less than the $16.8 million initially allocated to such assets based on the receipt of additional information through the Company’s independent appraisal efforts. The $6.8 million is currently being amortized on a straight-line basis over an estimated useful life of seven years, in accordance with the Company’s existing policy. Such estimated useful life is less than the 10-year estimate utilized in the Company’s initial purchase price allocation. The combined effect of reducing the overall value assigned to the intangible assets subject to amortization and accelerating the underlying amortization period was a cumulative reduction in amortization expense of approximately $0.1 million. Such difference was recorded during the nine-month period ended September 30, 2005.

      The $3.7 million allocated to intangible assets not subject to amortization represents the estimated value associated with the acquired Bank Machine tradename. Such amount is less than the $4.8 million value initially allocated to the acquired tradename based on the receipt of additional information through the Company’s independent appraisal efforts.

      In addition to the above, the $10.9 million allocated to property and equipment is less than the $11.7 million value that was initially allocated to such assets. Such difference was due to the receipt of additional information obtained through the Company’s independent appraisal efforts, and resulted in a cumulative reduction in depreciation expense of approximately $34,000 during the nine months ended September 30, 2005.

Acquisition of the E*TRADE Access, Inc. ATM Portfolio

      On June 30, 2004, the Company acquired the ATM portfolio of E*TRADE Access, Inc. for approximately $106.9 million in cash. The purchase price allocation associated with such acquisition was considered to be preliminary pending the receipt of additional information regarding a pre-existing legal dispute associated with the acquired portfolio. During the six months ended June 30, 2005, the Company recorded an additional accrual associated with the anticipated outcome of such dispute, along with certain other accruals associated with the acquired operations, the combined effect of which was an increase to the goodwill balance of approximately $0.1 million.

Pro Forma Results of Operations

      The following table presents the unaudited pro forma combined results of operations (in thousands) of the Company and the acquired Bank Machine and E*TRADE Access ATM portfolios for the nine-month periods ended September 30, 2005 and 2004, after giving effect to certain pro forma adjustments, including the effects of the issuance of the Company’s senior subordinated notes in August 2005 (see Note 7 — Long-Term Debt). Such unaudited pro forma financial results do not reflect the impact of the smaller acquisitions consummated by the Company in 2005. The unaudited pro forma financial results assume that both acquisitions and the debt issuance occurred on January 1, 2004, and are not necessarily indicative of the actual results that would have occurred had those transactions been consummated on such date. Furthermore, such pro forma results are not necessarily indicative of the future results to be expected for the consolidated operations.

	Nine Months Ended
	September 30,
	2005		2004
Revenues	$	209,372	$	208,835
Income from continuing operations		19,430		18,676
Net income (loss) applicable to common shareholders		193		(127	)

F-42

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 3 — Stock Based Compensation

      The Company currently accounts for its stock-based compensation plan in accordance with the intrinsic value based method of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and as currently permitted by SFAS No. 123, Accounting for Stock-Based Compensation, and SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure — An Amendment of FASB Statement No. 123. Compensation cost related to stock options issued to employees is calculated on the date of grant only if the fair value of the underlying stock exceeds the exercise price. Compensation expense is then recognized on a graded basis over the vesting period, which is generally four years.

      The accompanying condensed consolidated financial statements include compensation expense amounts relating to a restricted stock grant that was granted in 2003 and subsequently modified in 2004, and certain options granted in 2004. Such compensation expense amounts totaled approximately $0.4 million and $0.8 million for the nine months ended September 30, 2005 and 2004, respectively.

      Had compensation cost for the Company’s plan been determined based on the fair value method at the grant dates, as specified in SFAS No. 123, the Company’s net earnings would have been reduced to the following pro forma amounts (in thousands):

	Nine Months
	Ended
	September 30,
	2005			2004
Net income (loss), as reported	$	1,835		$	3,154
Add: Stock-based employee compensation expense included in reported net income, net of tax		23			—
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax		(164	)		(39	)
Net income (loss), as adjusted		1,694			3,115
Preferred stock dividends and accretion expense		1,328			1,709
Net income (loss) available to common stockholders, as adjusted	$	366		$	1,406

NOTE 4 — Comprehensive Income

      The Company’s comprehensive income is included as a component of stockholders’ deficit and is composed of (i) net income (loss), (ii) foreign currency translation adjustments, and (iii) unrealized gains associated with the Company’s interest rate hedging activities. The following table presents the calculation of comprehensive income (loss) (in thousands):

	Nine Months
	Ended
	September 30,
	2005			2004
Net income (loss)	$	1,835		$	3,154
Foreign currency translation adjustments		(3,862	)		—
Unrealized gain on interest rate hedges, net of tax		3,100			70
Total comprehensive income	$	1,073		$	3,224

F-43

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The Company currently believes that the unremitted earnings of its United Kingdom subsidiaries will be reinvested in the United Kingdom for an indefinite period of time. Accordingly, no deferred taxes have been provided for on the differences between the Company’s book basis and underlying tax basis in those subsidiaries, or on the foreign currency translation adjustment amounts reflected in the table above.

NOTE 5 — Intangible Assets

Intangible Assets with Indefinite Lives

      The following table depicts the changes in the carrying amount of the Company’s intangible assets with indefinite lives for the nine months ended September 30, 2005 (in thousands):

	Goodwill			Tradename			Total
Balance at December 31, 2004	$	84,977		$	—		$	84,977
Purchase price adjustments		145			—			145
Acquisitions		78,470			3,682			82,152
Foreign currency translation adjustments		(3,037	)		(150	)		(3,187	)
Balance at September 30, 2005	$	160,555		$	3,532		$	164,087

Intangible Assets with Definite Lives

      The following is a summary of the Company’s intangible assets that are subject to amortization as of September 30, 2005 (in thousands):

		Gross Carrying		Accumulated			Net Carrying
		Amount		Amortization			Amount
Customer contracts and relationships		$	77,625	$	(16,748	)	$	60,877
Exclusive license agreements			2,457		(329	)		2,128
Deferred financing costs			9,022		(767	)		8,255
	Total	$	89,104	$	(17,844	)	$	71,260

      The Company’s intangible assets with definite lives are being amortized over the assets’ estimated useful lives utilizing the straight-line method. Estimated useful lives range from 3 to 12 years for customer contracts and relationships and 4 to 8 years for exclusive license agreements. Deferred financing costs are amortized through interest expense over the contractual term of the underlying borrowings utilizing the effective interest method. The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in a reduction in fair value or a revision of those estimated useful lives.

      Amortization of customer contracts and relationships and exclusive license agreements totaled $5.7 million and $4.1 million for the nine-month periods ended September 30, 2005 and 2004, respectively.

      Amortization of deferred financing costs totaled $0.8 million and $0.3 million for the nine-month periods ended September 30, 2005 and 2004, respectively. For the nine-months ended September 30, 2005, the Company also wrote off approximately $3.4 million in deferred financing costs as a result of an amendment to its existing bank credit facility in May 2005 and the repayment of its existing term loans in August 2005. For the nine-month period ended September 30, 2004, the Company wrote-off approximately $2.5 million in deferred financing costs in connection with an amendment to its bank credit facility in June 2004.

F-44

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Estimated amortization expense for the Company’s customer contracts and relationships and exclusive license agreements for the remaining three months of 2005 and the next five years is as follows (in thousands):

For the remaining period ending December 31, 2005	$	2,153
For the year ending December 31, 2006	$	9,245
For the year ending December 31, 2007	$	8,903
For the year ending December 31, 2008	$	8,847
For the year ending December 31, 2009	$	8,425
For the year ending December 31, 2010	$	6,983

NOTE 6 — Accounts Payable and Accrued Liabilities

      Accounts payable and accrued liabilities consist of the following (in thousands):

	September 30, 2005		December 31, 2004
Accounts payable	$	10,861	$	2,397
Accrued merchant fees		7,780		6,567
Accrued armored fees		2,855		1,272
Accrued interest		2,669		447
Accrued cash management fees		2,487		1,600
Accrued maintenance fees		2,470		2,498
Accrued compensation		1,458		1,348
Other accrued expenses		11,172		8,685
Total	$	41,752	$	24,814

NOTE 7 — Long-Term Debt

      On May 17, 2005, in connection with the acquisition of Bank Machine, the Company replaced its existing bank credit facility with new facilities provided by BNP Paribas and Bank of America, N.A. Such facilities were comprised of (i) a revolving credit facility of up to $100.0 million, (ii) a first lien term facility of up to $125.0 million, and (iii) and a second lien term facility of up to $75.0 million. Borrowings under the facilities were utilized to repay the Company’s existing bank credit facility and to fund the acquisition of Bank Machine. In connection with the issuance of the Company’s senior subordinated notes in August (as discussed below), the outstanding first and second lien term loan facilities were repaid in full. Accordingly, as of September 30, 2005, only $41.8 million was outstanding under the revolving credit portion of the Company’s bank credit facility.

      On August 12, 2005, the Company sold $200.0 million in senior subordinated notes (the “Notes”) pursuant to Rule 144A of the Securities Act of 1933. The Notes, which carry a 9¹/4% coupon and yield 9.375%, mature in August 2013 and pay interest semi-annually in arrears on February 15 and August 15 of each year. Net proceeds from the offering totaled approximately $193.9 million initially, but are expected to total $192.6 million after taking into consideration additional debt issuance costs yet to be paid. The initial proceeds, along with approximately $7.1 million in borrowings under the Company’s new revolving credit facility, were utilized to repay all of the outstanding borrowings, including accrued but unpaid interest, under the Company’s recently executed first and second lien term loan facilities. The Notes are guaranteed by the

F-45

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company’s domestic subsidiaries and contain certain covenants that, among other things, limit the Company’s ability to incur additional indebtedness and make certain types of restricted payments.

      On July 22, 2005, Bank Machine signed a one-year £2.0 million unsecured overdraft and borrowing facility. Such facility, which bears interest at 1.75% over the bank’s base rate (currently 4.50%), will be utilized for general corporate purposes for the Company’s United Kingdom operations. No borrowings were outstanding under such facility as of September 30, 2005. However, on September 22, 2005, Bank Machine posted a £275,000 bond under such facility, and in return received the same amount in cash back from the bank. Such cash amount was previously held by the bank as collateral for one of Bank Machine’s existing vault cash programs. The outstanding bond is akin to a letter of credit, and as such, reduces the amount available for future borrowings under the facility to £1.725 million.

NOTE 8 — Other Long-Term Liabilities

      Other long-term liabilities consist of the following (in thousands):

	September 30, 2005		December 31, 2004
Asset retirement obligations	$	8,026	$	5,305
Deferred revenue		1,264		2,145
Minority interest in consolidated subsidiary		25		30
Other long-term liabilities		5,540		5,597
Total	$	14,855	$	13,077

NOTE 9 — Asset Retirement Obligations

      The Company accounts for asset retirement obligations in accordance with SFAS No. 143, Asset Retirement Obligations. Asset retirement obligations consist primarily of deinstallation costs of the ATM and the costs to restore the ATM site to its original condition. The Company is legally required to perform this deinstallation and restoration work. In accordance with SFAS No. 143, for each group of ATMs the Company recognizes the fair value of a liability for an asset retirement obligation and capitalizes that cost as part of the cost basis of the related asset. The related assets are then depreciated on a straight-line basis over 7 years and the related liabilities are accreted to their full value over the same period of time.

      The following table describes changes to the Company’s asset retirement obligation liability for the nine months ended September 30, 2005 (in thousands):

Asset retirement obligation at December 31, 2004	$	5,305
Additional obligations		2,964
Accretion expense		357
Payments		(600	)
Asset retirement obligation at September 30, 2005	$	8,026

NOTE 10 — Preferred Stock

      On February 10, 2005, the Company issued 894,568 shares of its Series B convertible preferred stock to investment funds controlled by TA Associates, for gross proceeds of $75.0 million, representing a 30.6% equity interest on a fully diluted basis as of such date. The net proceeds from the offering were utilized to redeem all of the Company’s outstanding Series A preferred stock and to purchase approximately 24% of the

F-46

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company’s outstanding common stock and vested options. The repurchase of the Company’s common stock has been reflected as treasury stock in the accompanying condensed consolidated balance sheet.

      The Series B preferred shareholders have certain preferences to the Company’s common shareholders, including board representation rights and preferential distributions associated with any future liquidation event. The Series B preferred shares are convertible into the same number of shares of the Company’s common stock, as adjusted for future stock splits and the issuance of dilutive securities. The Series B preferred shares have no stated dividends and are redeemable at any time on or after February 2012, at the option of a majority of the Series B holders.

      In connection with the Bank Machine acquisition in May 2005, the Company issued an additional 35,221 shares of its Series B convertible preferred stock valued at approximately $3.0 million.

NOTE 11 — Commitments and Contingencies

      The following table reflects the Company’s significant contractual obligations and other commercial commitments as of September 30, 2005 (in thousands):

Contractual Obligations	Total		2005		2006		2007		2008		2009		Thereafter
Long-term debt(a)	$	241,800	$	—	$	—	$	—	$	—	$	—	$	241,800
Notes payable		3,146		—		3,146		—		—		—		—
Operating lease obligations		5,461		950		2,742		893		391		364		121
Merchant space lease obligations		13,518		1,126		4,376		3,453		3,242		982		339
Total contractual cash obligations	$	263,925	$	2,076	$	10,264	$	4,346	$	3,633	$	1,346	$	242,260

(a) Includes the face value of the Company’s senior subordinated notes of $200 million, which is reflected net of unamortized discount of approximately $1.4 million in the accompanying condensed consolidated balance sheet.

     As previously discussed, in May 2005 the Company issued certain guaranteed notes payable to a number of former Bank Machine shareholders as part of that acquisition. Such notes totaled approximately $3.2 million as of September 30, 2005, and are reflected in the table above as “Notes payable”. Although the notes contractually mature in May 2008, they may be repaid in part or in whole at any time at the option of each individual note holder beginning in November 2005. At this point, the Company anticipates that such notes will be repaid in full during 2006. The Company has set aside an amount of cash to serve as collateral for the guarantee and to repay the notes in total, including any accrued interest related thereto, as the amounts come due. Such restricted cash balance is currently reflected in the “Restricted cash, short-term” line item in the accompanying condensed consolidated balance sheet.

      The Company is subject to various legal proceedings and claims arising in the ordinary course of business, including certain proceedings which were previously associated with the acquired E*TRADE ATM portfolio. The Company’s management does not expect that the outcome in any of these legal proceedings, individually or collectively, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

F-47

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 12 — Segment Information

      Historically, the Company has considered its business activities to be a single reporting segment as it derives at least 90% of its revenues and operating results from one business segment representing ATM Management Services. However, as a result of the acquisition of Bank Machine in May 2005, the Company now views its operations as being comprised of two distinct reporting segments — domestic and international — with the international segment currently consisting entirely of the acquired Bank Machine operations.

      As part of the senior subordinated notes offering in August 2005, the Company’s foreign subsidiaries were not required to guarantee the Company’s performance with respect to such notes. As a result, the Company has presented in Note 13 certain condensed consolidating financial information reflecting the split between the Company’s domestic (guarantor) and international (non-guarantor) operations, thus reflecting the breakout between the Company’s domestic and international reporting segments, as applicable. Accordingly, reference is made to Note 13 for more information with respect to information concerning the financial results of the Company’s two segments.

NOTE 13 — Supplemental Guarantor Financial Information

      The Company’s senior subordinated notes issued in August 2005 are guaranteed on a full and unconditional basis by the Company’s domestic subsidiaries. The following information sets forth the condensed consolidating statements of operations and cash flows for the nine-month periods ended September 30, 2005 and 2004, and the condensed consolidating balance sheets as of September 30, 2005 and December 31, 2004, of (i) Cardtronics, Inc., the parent company and issuer of the senior subordinated notes, and the Company’s domestic subsidiaries, all on a consolidated basis (collectively, the “Guarantors”), and (ii) the Company’s international subsidiaries on a combined basis (the “Non-Guarantors”) (in thousands):

Condensed Consolidating Statements of Operations

	Nine Months Ended September 30, 2005
				Non-
	Guarantors			Guarantors		Eliminations			Total
Revenues	$	185,443		$	13,745	$	—		$	199,188
Operating costs and expenses		169,385			11,890		—			181,275
Operating income		16,058			1,855		—			17,913
Interest expense, net		13,135			1,089		—			14,224
Equity in (earnings) losses of subsidiaries		(509	)		—		509			—
Other expense (income), net		848			34		—			882
Income (loss) before income taxes		2,584			732		(509	)		2,807
Income tax provision		749			223		—			972
Net income		1,835			509		(509	)		1,835
Preferred stock dividends and accretion expense		1,328			—		—			1,328
Net income available to common stockholders	$	507		$	509	$	(509	)	$	507

F-48

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Nine Months Ended September 30, 2004
			Non-
	Guarantors		Guarantors		Eliminations		Total
Revenues	$	130,941	$	—	$	—	$	130,941
Operating costs and expenses		120,408		—		—		120,408
Operating income		10,533		—		—		10,533
Interest expense, net		5,211		—		—		5,211
Equity in (earnings) losses of subsidiaries		—		—		—		—
Other expense (income), net		237		—		—		237
Income before income taxes		5,085		—		—		5,085
Income tax provision		1,931		—		—		1,931
Net income		3,154		—		—		3,154
Preferred stock dividends and accretion expense		1,709		—		—		1,709
Net income available to common stockholders	$	1,445	$	—	$	—	$	1,445

F-49

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Consolidating Balance Sheets

		As of September 30, 2005
					Non-
		Guarantors			Guarantors		Eliminations			Total
Assets:
Cash and cash equivalents		$	757		$	1,760	$	—		$	2,517
Receivables, net			8,043			703					8,746
Other current assets			10,202			5,024		—			15,226
	Total current assets		19,002			7,487					26,489
Property and equipment, net			57,930			13,692		—			71,622
Intangible assets, net			61,390			13,402		—			74,792
Goodwill			87,501			73,054		—			160,555
Investments and advances to subsidiaries			25,410			—		(25,410	)		—
Intercompany receivable			67,116			—		(67,116	)		—
Prepaid and other assets			7,027			21		—			7,048
	Total assets	$	325,735		$	107,657	$	(92,526	)	$	340,506
Liabilities and Stockholders’ Deficit:
Current portion of long-term debt and notes payable		$	—		$	3,146	$	—		$	3,146
Current portion of other long-term liabilities			2,251			—		—			2,251
Accounts payable and accrued liabilities			32,315			9,437		—			41,752
	Total current liabilities		34,567			12,583					47,149
Long-term debt, less current portion			240,421			—		—			240,421
Other non-current liabilities and minority interest			23,298			2,548		—			25,846
Intercompany payable			—			67,116		(67,116	)		—
	Total liabilities		298,285			82,247		(67,116	)		313,416
Preferred stock			76,263			—		—			76,263
Stockholders’ equity (deficit)			(49,173	)		25,410		(25,410	)		(49,173	)
	Total liabilities and stockholders’ deficit	$	325,375		$	107,657	$	(92,526	)	$	340,506

F-50

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

		As of December 31, 2004
					Non-
		Guarantors			Guarantors		Eliminations		Total
Assets:
Cash and cash equivalents		$	1,412		$	—	$	—	$	1,412
Receivables, net			11,473			—		—		11,473
Other current assets			7,524			—		—		7,524
	Total current assets		20,409			—		—		20,409
Property and equipment, net			44,992			—		—		44,992
Intangible assets, net			43,077			—		—		43,077
Goodwill			84,977			—		—		84,977
Investments and advances to subsidiaries			—			—		—		—
Prepaid and other assets			1,854			—		—		1,854
	Total assets	$	195,309		$	—	$	—	$	195,309
Liabilities and Stockholders’ Deficit:
Current portion of long-term debt and notes payable		$	15,000		$	—	$	—	$	15,000
Current portion of other long-term liabilities			1,176			—		—		1,176
Accounts payable and accrued liabilities			24,814			—		—		24,814
	Total current liabilities		40,990			—		—		40,990
Long-term debt, less current portion			113,541			—		—		113,541
Other non-current liabilities and minority interest			19,308			—		—		19,308
Intercompany payable			—			—		—		—
	Total liabilities		173,839			—		—		173,839
Preferred stock			23,634			—		—		23,634
Stockholders’ equity (deficit)			(2,164	)		—		—		(2,164	)
	Total liabilities and stockholders’ deficit	$	195,309		$	—	$	—	$	195,309

F-51

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Consolidating Statements of Cash Flows

	Nine Months Ended September 30, 2005
				Non-
	Guarantors			Guarantors			Eliminations		Total
Cash flows provided by operating activities	$	26,759		$	5,992		$	—	$	32,751
Capital expenditures		(19,859	)		(7,569	)		—		(27,428	)
Acquisitions, net of cash acquired		(17,249	)		(88,667	)		—		(105,916	)
Cash flows used in investing activities		(37,108	)		(96,236	)		—		(133,344	)
Proceeds from issuance of long-term debt		403,175			66,235			—		469,410
Repayments of long-term debt		(357,541	)		—			—		(357,541	)
Proceeds from issuance of preferred stock		73,142			—			—		73,142
Issuance of capital stock		(25,908	)		25,954			—		46
Purchase of preferred and capital stock		(73,041	)		—			—		(73,041	)
Other financing activities		(10,133	)		—			—		(10,133	)
Cash flows provided by financing activities		9,694			92,189			—		101,883
Effect of exchange rate increases		—			(185	)		—		(185	)
Increase (decrease) in cash and cash equivalents		(655	)		1,760			—		1,105
Cash and cash equivalents at beginning of period		1,412			—			—		1,412
Cash and cash equivalents at end of period	$	757		$	1,760		$	—	$	2,517

	Nine Months Ended September 30, 2004
				Non-
	Guarantors			Guarantors		Eliminations		Total
Cash flows provided by operating activities	$	20,493		$	—	$	—	$	20,493
Capital expenditures		(13,004	)		—		—		(13,004	)
Acquisitions, net of cash acquired		(102,954	)		—		—		(102,954	)
Cash flows used in investing activities		(115,958	)		—		—		(115,958	)
Proceeds from issuance of long-term debt		136,041			—		—		136,041
Repayments of long-term debt		(37,425	)		—		—		(37,425	)
Issuance of capital stock		148			—		—		148
Other financing activities		(2,849	)		—		—		(2,849	)
Cash flows provided by financing activities		95,915			—		—		95,915
Effect of exchange rate increases		—			—		—		—
Increase (decrease) in cash and cash equivalents		450			—		—		450
Cash and cash equivalents at beginning of period		5,554			—		—		5,554
Cash and cash equivalents at end of period	$	6,004		$	—	$	—	$	6,004

F-52

CARDTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 14 — Subsequent Events

      On December 21, 2005, the Company acquired all of the outstanding shares of ATM National, Inc., the owner and operator of a nationwide surcharge-free ATM alliance. The consideration for such acquisition totaled $4.4 million, and was comprised of $2.6 million in cash and 21,111 shares of our common stock. Additionally, we agreed to assume approximately $1.3 million in liabilities associated with such acquisition. Furthermore, the merger agreement allows for the issuance of up to 10,000 additional shares of our common stock within 105 days of the closing date based on the occurrence of certain events.

F-53

BANK MACHINE (ACQUISITIONS) LIMITED

Independent Auditors’ Report and Financial Statements

31 December 2004

F-54

Independent Auditors’ Report

To the Shareholders of Bank Machine (Acquisitions) Limited.

We have audited the accompanying consolidated balance sheets of Bank Machine (Acquisitions) Limited and its subsidiary (“Company”) as at 31 December 2004 and 2003, and the related consolidated profit and loss accounts and cash flows for each of the two years in the period ended 31 December 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Bank Machine (Acquisitions) Limited and its subsidiary as at 31 December 2004 and 2003, and the results of their operations and their cash flows for each of the two years in the period ended 31 December 2004, in conformity with accounting principles generally accepted in the United Kingdom.

Accounting principles generally accepted in the United Kingdom vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 24 to the consolidated financial statements.

/s/ Deloitte & Touche LLP

Chartered Accountants

London, England

21 July 2005

F-55

BANK MACHINE (ACQUISITIONS) LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNTS

				Year ended			Year ended
				31 December,			31 December,
	Note			2004			2003
				£’000			£’000
Turnover		2	(d)		15,614			12,431
Operating profit		3			3,028			1,977
Net interest payable and similar charges		4			(1,481	)		(1,559	)
Profit on ordinary activities before taxation					1,547			418
Tax on profit on ordinary activities		5			649			337
Net profit for the financial year		16			898			81

All turnover and operating profit for the years presented arises from continuing operations.

There are no recognised gains or losses in either the current year or the prior year other than as stated above. Therefore no statement of total recognised gains and losses has been prepared.

The accompanying notes are an integral part of the consolidated financial statements.

F-56

BANK MACHINE (ACQUISITIONS) LIMITED

CONSOLIDATED BALANCE SHEETS

			31 December			31 December
	Note		2004			2003
			£’000			£’000
Fixed assets
Intangible assets		7		14,638			15,444
Tangible assets		8		6,890			4,878
				21,528			20,322
Current assets
Stock				47			—
Debtors: amounts due within one year		9		1,446			482
Debtors: amounts due after more than one year — deferred tax		12		521			857
Investment				—			3,200
Cash at bank and in hand				3,568			1,081
				5,582			5,620
Creditors: amounts falling due within one year		10		(5,514	)		(4,406	)
Net current assets				68			1,214
Total assets less current liabilities				21,596			21,536
Creditors: amounts falling due after more than one year		11		(19,025	)		(19,951	)
Provisions for liabilities and charges		13		(642	)		(554	)
Net assets				1,929			1,031
Capital and reserves
Called up share capital		14		950			950
Profit and loss account		15		979			81
Total equity shareholders’ funds		16		1,929			1,031

The accompanying notes are an integral part of the consolidated financial statements.

F-57

BANK MACHINE (ACQUISITIONS) LIMITED

CONSOLIDATED CASH FLOW STATEMENTS

				Year ended			Year ended
				31 December,			31 December,
	Note			2004			2003
				£’000			£’000
Net cash inflow from operating activities		18	(a)		4,212			5,706
Returns on investments and servicing of finance		18	(b)		(522	)		(1,400	)
Taxation		18	(b)		(156	)		—
Capital expenditure and financial investment		18	(b)		(3,185	)		(1,138	)
Acquisitions and disposals		18	(b)		—			(15,514	)
					349			12,346
Management of liquid resources		18	(b)		3,200			(3,200	)
Financing		18	(b)		(1,062	)		16,627
Increase in cash					2,487			1,081

RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT

	Year ended			Year ended
	31 December,			31 December,
	2004			2003
	£’000			£’000
Increase in cash		2,487			1,081
Cash outflow/(inflow) from decrease/(increase) in debt and lease financing		1,062			(20,718	)
Cash used to (decrease)/increase liquid resources		(3,200	)		3,200
Change in net debt resulting from cash flows		349			(16,437	)
Movement in un-amortised element of finance costs		(140	)		570
Interest costs capitalised into loan notes		(821	)		(725	)
Movement in net debt in the year		(612	)		(16,592	)
Net debt at start of year		(16,592	)		—
Net debt at 31 December		(17,204	)		(16,592	)

The accompanying notes are an integral part of the consolidated financial statements.

F-58

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

1.     Nature of business

Bank Machine (Acquisitions) Limited (the “Company”) together with its subsidiary, Bank Machine Limited (collectively with the Company, the “Group”) is an independent Automated Teller Machine (ATM) operator with approximately 1,000 ATMs located throughout the United Kingdom. On 17 January, 2003 the Company acquired its subsidiary Bank Machine Limited from Euronet Worldwide, Inc., and commenced operations on that date. As at the date of these financial statements the Company was a wholly owned subsidiary of Bank Machine (Holdings) Limited.

2.     Accounting policies

a)     Basis of preparation

The financial statements are prepared under the historical cost convention and in accordance with applicable United Kingdom law and accounting standards (“UK GAAP”). The accounting policies applied are set out below.

b)     Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiary undertaking. All significant intercompany accounts and transactions have been eliminated on consolidation.

The accompanying financial statements of the Company do not comprise “statutory accounts” within the meaning of Section 240 of the Companies Act 1985 (United Kingdom). The Company’s statutory accounts for the year ended 31 December 2004, prepared in accordance to UK GAAP, have been reported on by the Company’s auditors, Deloitte & Touche LLP. The report of the Auditors was unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985 (United Kingdom).

c)     Intangible assets — goodwill

Goodwill is the difference between the cost of an acquired entity and the aggregate fair value of the entity’s identifiable assets and liabilities.

Positive goodwill is amortised on a straight-line basis over its useful economic life, which the directors estimate to be 20 years, commencing at the time of acquisition. The carrying value of goodwill is reviewed for impairment wherever events or circumstances indicate that the carrying value may not be recoverable. No impairment of goodwill has been recognized in any of the periods presented.

d)     Turnover

Turnover principally comprises the amounts receivable from the deployment of ATMs in the form of transaction based fee and services. It also includes income from ATM sales, operating fees, fees for moving ATMs and ATM rental charges. The transaction based fees are recognized at the time the ATM transactions are processed and the service fees are recognized at the time the service is performed. The Company recognizes revenues related to the sale of ATM’s when the equipment is delivered to the merchant customer and the Company has completed all required installation and set up procedures.

e)     Tangible fixed assets and depreciation

All tangible fixed assets are shown at historical cost less accumulated depreciation and any provision for impairment.

F-59

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost of each asset evenly over the expected useful life as follows:

ATM’s and related assets	5 to 7  years
Fixtures and fittings	3 to 5  years
Motor vehicles	4 years
Computer equipment	3 years

The Group reviews the carrying values of its tangible fixed assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable or that the useful lives of these assets are no longer appropriate. Measurement of the impairment loss is based on the fair value of the asset. Generally, fair value will be determined using valuation techniques such as the present value of expected future cash flows.

f)     Installation costs

Costs associated with the installation of ATM’s are capitalised and written-off over the same period as the ATM asset.

g)     Leases

Operating lease payments are charged to the profit and loss account on a straight-line basis.

h)     Pensions

Pension costs in respect of contributions to certain employees’ stakeholder pension plans and Group contributions to personal pension plans are charged to the profit and loss account as they accrue.

i)     Interest rate SWAP agreement

Interest payable on the interest rate SWAP agreement mirrors the repayment profile of the Facilities Agreement and interest is charged or credited to the profit and loss account accordingly.

j)     Corporation tax

All taxable profits are sourced from the UK. Corporation tax is therefore payable on such taxable profits at the UK statutory rate of 30% in both years.

k)     Deferred taxation

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or right to pay less or to receive more, tax. The exception to this is that deferred tax assets are recognised only to the extent that the Directors consider that it is more likely than not that there will be suitable taxable profits from which the underlying timing differences can be deducted.

Deferred tax is measured on an undiscounted basis at the rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

l)     Asset retirement obligations

In accordance with the provisions of Financial Reporting Standard (“FRS”) 12 Provisions, Contingent Liabilities and Contingent assets the Group records the fair value of its liability for asset retirement

F-60

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

obligations in the period in which it is incurred, and a corresponding increase in the carrying amount of the related long lived assets. Over time, the liability is accreted to its present value at the end of each reporting period, and the capitalized cost is depreciated over the useful life of the related assets. Upon settlement of the liability, the Group will either settle the obligation for its recorded amount or incur a gain or loss upon settlement. The Group’s asset retirement obligations relate to the obligation for the deinstallation of ATM machines from the customer’s site at the expiry of the contracts.

m)     Estimates

The preparation of financial statements in conformity with UK GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

3.     Operating profit

		Year ended			Year ended
		31 December,			31 December,
		2004			2003
		£’000			£’000
Turnover			15,614			12,431
Cost of sales			(9,991	)		(8,265	)
Gross profit			5,623			4,166
Administrative expenses			(2,595	)		(2,189	)
Operating profit			3,028			1,977
This is stated after charging:
Depreciation of tangible fixed assets — owned assets			1,316			1,117
Operating lease rentals — land and buildings			116			100
	— other		2			1
Auditors’ fees —  audit — Group			26			29
— other — Group			19			19
Loss on disposal of tangible fixed assets			76			226

4.     Net interest payable and similar charges

	Year ended			Year ended
	31 December,			31 December,
	2004			2003
	£’000			£’000
Loan and overdraft interest payable		(1,765	)		(1,628	)
Interest receivable		194			88
Net receipts/(payments) under interest rate contract		90			(19	)
Net interest payable		(1,481	)		(1,559	)

F-61

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

5.     Tax on profit on ordinary activities

(a)     Analysis of taxation charge:

	Year ended		Year ended
	31 December,		31 December,
	2004		2003
	£’000		£’000
UK Corporation tax on profits for the year		313		—
Deferred tax charge (note 12)		335		337
Deferred tax charge — under provision in prior year (note 12)		1		—
Total charge		649		337

(b)     Factors affecting the tax charge for the year:

The tax assessed for the year is higher than the standard rate of corporation tax in the United Kingdom (30%). The differences are explained below:

	Year ended			Year ended
	31 December,			31 December,
	2004			2003
	£’000			£’000
Profit on ordinary activities before tax		1,547			418
Profit on ordinary activities multiplied by standard rate of Corporation tax in the UK of 30%		464			125
Effects of:
Utilisation of tax losses brought forward		—			(758	)
Capital allowances in excess of depreciation		(319	)		410
Expenses not deductible for tax purposes		179			223
Short-term timing differences		(13	)		—
Adjustments to tax charge in respect of previous periods		2			—
Total current tax charge		313			—

6.     Staff costs

	Year ended		Year ended
	31 December,		31 December,
	2004		2003
Staff costs including Directors’ emoluments	£’000		£’000
Wages and salaries		1,280		790
Social security costs		136		86
Pension costs		38		35
		1,454		911

	Year ended		Year ended
	31 December,		31 December,
	2004		2003
Average monthly number employed including executive Directors	No.		No.
Sales staff		5		5
General administration staff		31		17
		36		22

F-62

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

7.     Intangible fixed assets

On 17 January 2003, the Company acquired Bank Machine Limited from Euronet Worldwide, Inc. for cash consideration totaling £16,291,000. The total consideration was allocated based on the fair value of the assets acquired and liabilities assumed, as follows:

	Fair Value
	£’000
Tangible fixed assets		4,283
Stocks		52
Debtors		997
Cash		326
Creditors		(6,279	)
Provision for liabilities and charges		(497	)
Deferred tax		1,194
Goodwill		16,215
Total consideration		16,291

The goodwill established as part of the acquisition is being amortized on a straight-line basis over an estimated useful life of approximately 20 years. Such goodwill is not deductible for tax purposes. The following is a rollforward of the Company’s goodwill:

	2004
	£’000
Cost:
At 1 January 2004 and at 31 December 2004		16,215
Amortisation:
At 1 January 2004		(771	)
Charge for the year		(806	)
At 31 December 2004		(1,577	)
Net book value:
At 31 December 2004		14,638
At 31 December 2003		15,444

F-63

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

8.     Tangible fixed assets

				Fixture and
				fittings &
				computer			Motor
	ATM’s			equipment			vehicles			Total
	£’000			£’000			£’000			£’000
Cost
At 1 January 2004		7,383			937			—			8,320
Additions		3,156			202			147			3,505
Disposals		(722	)		—			—			(722	)
Re-classification		85			—			—			85
At 31 December 2004		9,902			1,139			147			11,188
Depreciation
At 1 January 2004		(2,812	)		(630	)		—			(3,442	)
Depreciation on disposals		545			—			—			545
Charge for the year		(1,063	)		(235	)		(18	)		(1,316	)
Re-classification		(85	)		—			—			(85	)
At 31 December 2004		(3,415	)		(865	)		(18	)		(4,298	)
Net book value
At 31 December 2004		6,487			274			129			6,890
At 31 December 2003		4,571			307			—			4,878

9.     Debtors

	2004		2003
	£’000		£’000
Trade debtors		243		167
Prepayments		859		111
Other debtors		344		204
		1,446		482

10.     Creditors: amounts falling due within one year

	2004		2003
	£’000		£’000
Bank overdraft and loans (Note 11)		1,747		922
Trade creditors		2,368		1,760
Other taxation and social security		49		57
Corporation tax		162		4
Other creditors		61		32
Accruals		1,127		1,631
		5,514		4,406

F-64

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

11.     Creditors: amounts falling due after more than one year

	2004		2003
	£’000		£’000
Total loan facilities		9,163		10,928
Shareholder fixed rate subordinated unsecured Loan Notes		9,862		9,023
		19,025		19,951

As set out in Note 23, subsequent to the year-end, the ownership of the Group changed. The above debt was repaid as part of that and replaced with funding from the new parent.

	2004			2003
Total loan facilities	£’000			£’000
Amounts falling due:
In one year or less, or on demand		1,875			1,062
Between one and two years		2,437			1,875
Between two and five years		6,938			7,125
In five years or more		—			2,250
		11,250			12,312
Less: issue costs un-amortised at 31 December		(322	)		(445	)
		10,928			11,867
Less: included in creditors falling due within one year, including amortisation of issue costs		(1,765	)		(939	)
		9,163			10,928

Term loan and Bank overdraft

On 17 January 2003, the Group entered into an agreement (hereinafter referred to as the “Facilities Agreement”) for a Term Loan Facility of £13,312,500.

Borrowings under the facility are secured on assets of the Group and bear interest at commercial rates above LIBOR. The Group selects the duration of the interest period for the Term Loans, which are generally of one, three or six month’s duration.

The Term Loan is repayable in tranches commencing on 30 September 2003 and ending on 31 December 2009.

The unused amount of the bank overdraft facility at 31 December 2004 was £937,500.

Interest rate swap agreement

On 13 March 2003 the Group entered into an interest rate swap agreement covering the Facilities Agreement for the period to 30 December 2005. The agreement mirrors the repayment profile of the Facilities Agreement.

Under the agreement the Group pays interest at 3.7950% and receives floating rate at 3 month LIBOR.

F-65

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

Shareholder fixed rate subordinated unsecured Loan Notes

	2004			2003
Fixed rate subordinated unsecured Loan Notes	£’000			£’000
Amounts falling due:
In one year or less, or on demand		—			—
Between one and two years		—			—
Between two and five years		—			—
In five years or more		9,951			9,130
		9,951			9,130
Less: issue costs un-amortised at 31 December		(107	)		(125	)
		9,844			9,005
Add: amortisation of issue costs within one year		18			18
		9,862			9,023

On 17 January 2003, the Group issued fixed rate subordinated unsecured Loan Notes 2010 (the “Loan Notes”) with a nominal value of £8,405,000 to Bridgepoint Capital (Nominees) Limited, a related party to Bridgepoint Capital Limited which is one of the Group’s principal shareholders. The Loan Notes become repayable in full at par immediately prior to a sale or flotation of the Company or earlier at the Company’s option and in any event not later than 31 December 2010.

The Loan Notes bear interest at 9% per annum.

Interest is payable on 31 December of each year until the Loan Notes are repaid. However the interest payable in respect of the year to 31 December 2004 has been capitalised into the loan balance as allowed by the Loan Note agreement.

The Loan Notes are subordinated in favour of the Facilities agreement and subject to the subordination, are freely transferable.

12.     Deferred taxation

	2004		2003
	£’000		£’000
Depreciation in excess of capital allowances		521		848
Short term timing differences		—		9
Deferred tax asset		521		857

There is no unrecognised deferred taxation (2003: £nil).

The movement on the deferred tax asset was as follows:

	2004			2003
	£’000			£’000
At 1 January		857			—
Deferred tax on acquisition		—			1,194
Charge to profit and loss account (note 5)		(336	)		(337	)
At 31 December		521			857

F-66

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

13.      Provisions for liabilities and charges

The following represents the amount of the retirement obligation at the beginning and end of the year ended 31 December:

	2004			2003
	£’000			£’000
Beginning balance at 1 January		554			497
Liabilities incurred during the year		126			112
Liabilities settled during the year		(85	)		(94	)
Accretion of interest		47			39
Ending balance at 31 December		642			554

14.      Called up share capital

					Allotted, called		Allotted, called
					up and fully		up and fully
	Authorised		Authorised		paid		paid
	No.		No.		£’000		£’000
	2004		2003		2004		2003
Equity shares: Ordinary shares of £1.00 each		950,001		950,001		950		950

15.      Reserves

	Profit
	and loss
	account
	£’000
Balance at 1 January 2004		81
Profit for the year		898
Balance at 31 December 2004		979

16.      Reconciliation of movement in equity shareholders’ funds

	2004		2003
	£’000		£’000
Net profit for the year		898		81
Issue of ordinary share capital		—		950
Net movement in equity shareholders’ funds		898		1,031
Opening equity shareholders’ funds		1,031		—
Closing equity shareholders’ funds		1,929		1,031

F-67

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

17.      Operating lease commitments

The annual commitment under non-cancellable operating leases was as follows:

	2004		2003
	£’000		£’000
Leases which expire:
Within two to five years — Other		2		1
Within two to five years — Land and buildings		116		100

18.     Notes to the consolidated cash flow statements

a)     Reconciliation of operating profit to net cash inflow from operating activities

	Year ended			Year ended
	31 December,			31 December,
	2004			2003
	£’000			£’000
Operating profit		3,028			1,977
Depreciation and amortisation		2,123			1,888
Loss on disposal of tangible fixed assets		98			266
Increase in debtors		(866	)		(92	)
(Increase)/decrease in stocks		(47	)		52
(Decrease)/increase in creditors		(52	)		1,607
Other non-cash movements		(72	)		8
Net cash inflow from operating activities		4,212			5,706

b)     Analysis of cash flows:

	Year ended			Year ended
	31 December,			31 December,
	2004			2003
	£’000			£’000
Returns on investments and servicing of finance
Interest received		285			89
Interest paid		(807	)		(766	)
Issue costs of loan financing		—			(723	)
		(522	)		(1,400	)

	Year ended			Year ended
	31 December,			31 December,
	2004			2003
	£’000			£’000
Taxation
Corporation tax paid		(156	)		—
		(156	)		—

F-68

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

b)     Analysis of cash flows — (Continued)

	Year ended			Year ended
	31 December,			31 December,
	2004			2003
	£’000			£’000
Capital expenditure and financial investment
Payment to acquire tangible fixed assets		(3,379	)		(1,905	)
Payment of capital creditors		116			742
Receipts from sales of tangible fixed assets		78			25
		(3,185	)		(1,138	)

	Year ended		Year ended
	31 December,		31 December,
	2004		2003
	£’000		£’000
Acquisitions and disposals
Purchase of subsidiary undertaking		—		(15,836	)
Net cash held by acquired subsidiary		—		322
		—		(15,514	)

	Year ended		Year ended
	31 December,		31 December,
	2004		2003
	£’000		£’000
Management of Liquid Resources
Net transfers from/to money markets		3,200		(3,200	)
		3,200		(3,200	)

	Year ended			Year ended
	31 December,			31 December,
	2004			2003
	£’000			£’000
Financing
Issue of ordinary share capital		—			950
Repayment of secured loan		(1,062	)		(3,351	)
Repayment of lease and hire purchase obligations		—			(1,690	)
New secured loan		—			20,718
		(1,062	)		16,627

F-69

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

c)     Analysis of changes in net debt

	At						Other			At
	1 January,						non-cash			31 December,
	2004			Cash flow			changes			2004
	£’000			£’000			£’000			£’000
Cash at bank and in hand		1,081			2,487			—			3,568
Current asset investment		3,200			(3,200	)		—			—
Bank loans due within one year		(922	)		1,062			(1,887	)		(1,747	)
Bank loans due after one year		(19,951	)		—			926			(19,025	)
Net debt		(16,592	)		349			(961	)		(17,204	)

19.     Pension costs

The Group operates a stakeholder pension scheme. Group contributions to the scheme are dependent upon the level of employee contributions and the scheme is entirely of a defined contribution nature. The Group also contributes to individual pension schemes for those staff members who do not choose to join the Group stakeholder scheme. Contributions to individual pension schemes are also of a defined contribution nature.

There were no unpaid contributions at the year end (2003: £nil).

Contributions paid during the year were as follows:

	Year ended		Year ended
	31 December,		31 December,
	2004		2003
	£’000		£’000
Group stakeholder pension scheme		18		17
Individual personal pension schemes		20		18
		38		35

20.     Assets provided as security

The bank loans and overdrafts of the Company are secured by a fixed and floating charge on all the assets of Bank Machine Limited.

21.     Parent undertaking

As of the date of the financial statements, the immediate and ultimate parent undertaking and controlling party is Bank Machine (Holdings) Limited, which is the parent undertaking of the smallest and largest group to consolidate these financial statements. It has included the Company in its group accounts, copies of which are available from its registered office, c/o Pinsent Mason Secretarial Limited, 1 Park Row, Leeds, LS1 5AB.

22. Related party transactions

Prior to the acquisition of the Company by Bridgepoint Capital (Nominees) Limited (“Bridgepoint”) (through Bank Machine (Holdings) Limited) on 17 January, 2003, the Company conducted its operations as a wholly owned subsidiary of Euronet Worldwide, Inc. (“Euronet”). Subsequent to the aforementioned acquisition, the Company continued to rely on Euronet to provide it with certain ATM processing services. During 2004 and 2003, payments for such services totaled approximately £619,000 and £521,000, respectively.

As mentioned above, the Company is a wholly owned subsidiary of Bank Machine (Holdings) Limited, which in turn is majority owned by Bridgepoint. During 2004 and 2003, Bank Machine (Holdings) Limited paid

F-70

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

certain fees and expenses to Bridgepoint Capital Limited, a related party to Bridgepoint, totaling approximately £48,000 and £46,000, respectively.

23. Subsequent event

On 17 May 2005, the Company was acquired by Cardtronics, Inc., a U.S. based owner and operator of ATMs, for approximately £51,464,000 in total consideration. Such consideration was comprised of £28,319,000 in cash, £1,595,000 in equity, and the assumption of the Company’s outstanding debt obligations as at such date totalling £21,550,000.

The Company is dependent on the continuing support of Cardtronics Inc., to enable it to meet its liabilities as they fall due. Cardtronics Inc. has indicated that it will continue to provide financial support and therefore the Directors believe that it is appropriate for the consolidated financial statements to be prepared on the going concern basis.

24. Reconciliation of differences between UK GAAP and US GAAP

The Group’s financial statements have been prepared in accordance with UK GAAP, which differ in certain respects from accounting principles generally accepted in the United States of America (“US GAAP”). The differences which have a significant effect on the consolidated net profit/(loss), shareholders’ equity and the financial position of the Group are set out below.

				Year ended			Year ended
				31 December,			31 December,
				2004			2003
				£’000			£’000
Net profit in accordance with UK GAAP					898			81
US GAAP adjustments:
Business combinations:		(a	)
	Reversal of goodwill amortized under UK GAAP but not US GAAP				806			771
	Amortization of intangible assets recognized under US GAAP but not UK GAAP				(1,456	)		(1,743	)
Vacation accrual		(b	)		(11	)		(4	)
Derivative financial instruments		(c	)		(63	)		131
Deferred tax effect of US GAAP adjustments		(d	)		459			484
Net income/(loss) in accordance with US GAAP					633			(280	)

F-71

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

24.     Reconciliation of differences between UK GAAP and US GAAP — (Continued)

      The following is a reconciliation of total equity from UK GAAP to US GAAP:

				31 December,			31 December,
				2004			2003
				£’000			£’000
Total equity shareholders’ funds in accordance with UK GAAP					1,929			1,031
US GAAP adjustments:
Business combinations:		(a	)
	Reversal of goodwill amortized under UK GAAP but not US GAAP				1,577			771
	Amortization of intangible assets recognized under US GAAP but not UK GAAP				(3,199	)		(1,743	)
Vacation accrual		(b	)		(15	)		(4	)
Derivative financial instruments		(c	)		68			131
Deferred tax effect of US GAAP adjustments		(d	)		943			484
Total shareholders’ equity in accordance with US GAAP					1,303			670

      The following is a rollforward of total shareholders’ equity in accordance with US GAAP:

	Year Ended		Year Ended
	31 December,		31 December,
	2004		2003
	£’000		£’000
Balance in accordance with US GAAP, beginning of year		670		—
Issuance of share equity		—		950
Net income/(loss) in accordance with US GAAP		633		(280	)
Balance in accordance with US GAAP, end of year		1,303		670

(a)     Business combinations

Goodwill amortization

Under FRS 10, UK GAAP requires that goodwill should be amortised over its useful economic life, which is generally presumed not to exceed 20 years. Accordingly, under UK GAAP goodwill is being amortized on a straight-line basis over an estimated useful life of 20 years.

Under US GAAP, Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets (“SFAS 142”), requires that goodwill and intangibles with an indefinite life no longer be amortised but instead subject to an impairment test at least annually, and more frequently if conditions warrant. Accordingly, under US GAAP, no goodwill amortization was recorded during 2004 and 2003. Goodwill impairment test under US GAAP has two steps. The first identifies potential impairments and the second calculates the possible impairment loss. The Group compared its estimated fair value with the carrying value of the Group’s net assets, including goodwill, as at 31 December 2004 and 2003, and determined that no goodwill impairment existed as at such dates.

Recognition of intangible assets other than goodwill

UK GAAP requires intangible assets to be separately recognised in a business combination only if (i) they can be disposed of separately without disposing of the business of the entity, and (ii) if their value can be measured reliably on initial measurement.

F-72

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

Under US GAAP, SFAS No. 141, Business Combinations (“SFAS 141”), mandates the recognition of intangible assets in a business combination if (i) they arise from contractual rights or other legal rights, or (ii) they are capable of being separated or divided from the acquired entity and sold, transferred, licensed, rented or otherwise exchanged. Under SFAS 141, the Group established an additional £8,100,000 in intangible assets and a corresponding decrease in the goodwill, as part of the purchase price allocation process. Such amounts comprised of £7,800,000 in acquired merchant contract relationships and £300,000 for a covenant not to compete.

Under US GAAP, SFAS 142 requires that intangible assets with finite lives be amortized over their estimated useful lives in a manner that reflects the pattern in which the economic benefits of such intangible assets are expected to be consumed or otherwise used up. Accordingly, under US GAAP, the Group is amortizing the above merchant contract relationship intangible on an accelerated basis over an estimated useful life of approximately 12 years, and the non-compete covenant on a straight-line basis over a period of three years. Such amortization expense totalled £1,456,000 and £1,743,000 in 2004 and 2003, respectively.

(b)     Vacation accrual

Under UK GAAP, there is no comprehensive requirement to accrue for vacation pay or other compensated absences during the same accounting period, although accrual in certain industries where it is common for all staff to take holiday at the same time is not prohibited.

Under US GAAP, in accordance with SFAS No. 43, Accounting for Compensated Absences (“SFAS 43”), an employer should accrue a liability for employees’ compensation for future absences if all of the following conditions are met: (i) the employer’s obligation relating to employees’ rights to receive compensation for future absences is attributable to employees’ services already rendered; (ii) the obligation relates to rights that vest or accumulate; (iii) payment of the compensation is probable; and (iv) the amount can be reasonably estimated. Under US GAAP, the vacation accruals relating to compensated absences were £15,000 and £4,000 as at 31 December 2004 and 2003, respectively.

(c)     Derivative financial instruments

Under UK GAAP, payments made or received under the Group’s interest rate swap agreement are reflected as an increase or decrease to interest expense when incurred, and the fair market value of the swap is not reflected in the Group’s consolidated balance sheet.

Under US GAAP, the Group accounts for derivative financial instruments in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”). SFAS 133 requires that all derivative instruments be recognized as assets or liabilities in the consolidated balance sheet and measured at fair value, regardless of the purpose or intent in holding them. Changes in the fair value of derivative instruments are recognized periodically either in earnings or equity (as a component of other comprehensive income or loss), depending on whether the derivative is designated as a hedge of changes in fair value or cash flows. For derivatives designated as a fair value hedges, changes in fair value of the hedged item and the derivative are recognized currently in earnings. For derivatives designated as cash flow hedges, fair value changes of the effective portion of the hedging instrument are recognized in accumulated other comprehensive income or loss in the consolidated balance sheet until the hedged item is recognized in earnings. The ineffective portion of the fair value changes is recognized in earnings immediately. Changes in the fair value of the underlying debt instrument are not recognized in net income or equity.

The Group has not designated its interest rate swap transaction as a hedge under SFAS 133. As a result, under US GAAP, such transaction is reflected in the consolidated balance sheet at its fair market value,

F-73

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

with any resulting changes in that value being recorded in earnings in the applicable period. As at 31 December 2004 and 2003, derivative assets of £68,000 and £131,000, respectively, were reflected in the Group’s consolidated balance sheet. In 2004, a £63,000 loss was included in the Group’s earnings reflecting the change in the fair value of such swap during that period. In 2003, such change in value resulted in a gain of £131,000.

(d)     Deferred income taxes

Under UK GAAP, the Group provides for deferred taxes on an undiscounted basis in respect of timing differences that have originated but not reversed as at the balance sheet date. A net deferred tax asset is regarded as recoverable and therefore recognized only when, on the basis of available evidence, it is regarded as more likely than not that there will be suitable taxable profits against which to recover carried forward tax losses and from which the future reversal of underlying timing differences can be deducted.

Under US GAAP, deferred taxation is provided for all temporary differences (differences between the carrying value of assets and liabilities and their corresponding tax bases) on a full liability basis. Deferred tax assets are also recognized (net of a valuation allowance) to the extent that it is more likely than not that the benefit will be realized. Under US GAAP, discounting of deferred taxes is prohibited. Under US GAAP, the Group has recognized additional deferred taxes for the temporary differences resulting from the US GAAP adjustments (a) — (c) described above.

Classification differences

In addition to the differences between UK and US GAAP related to the recognition and measurement of transactions by the Company, there are also a number of differences in the manner in which items are classified in the consolidated profit and loss account and consolidated balance sheet. These classification differences have no impact on net income or shareholders’ equity.

General

The format of a balance sheet prepared in accordance with UK GAAP differs in certain respects from US GAAP. UK GAAP requires assets to be presented in ascending order of liquidity in accordance with the requirements of the Companies Act 1985, whereas under US GAAP assets are presented in descending order of liquidity. In addition current assets under UK GAAP include amounts that fall due after more than one year, whereas under US GAAP, such assets are classified as non-current assets.

Consolidated statement of cashflow

Cash flow under UK GAAP represents increases or decreases in “cash,” which comprises cash in hand, deposits repayable on demand and bank overdrafts. Under US GAAP, cash flow represents increases or decreases in “Cash and Cash Equivalents”, which includes short-term, highly liquid investments with original maturities of less than three months, and excludes overdrafts.

Under UK GAAP, cash flows are presented separately for operating activities, returns on investment and servicing of finance, taxation, capital expenditure and financial investment, acquisitions and disposals, equity dividends, management of liquid resources and financing activities. Under US GAAP, only three categories of cash flow activity are presented, being cash flows relating to operating activities, investing activities and financing activities. Cash flows from taxation and returns on investments and servicing of finance are, with the exception of servicing of shareholder finance, included as operating.

F-74

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

The following statements summarize the statements of cash flows as if they had been presented in accordance with US GAAP, and include the adjustments that reconcile cash and cash equivalents under US GAAP to cash on demand reported under UK GAAP.

	Year ended			Year ended
	31 December,			31 December,
	2004			2003
	£’000			£’000
Net cash provided by operating activities		3,534			4,306
Net cash (used in)/provided by investing activities		(3,185	)		(16,652	)
Net cash (used in)/provided by financing activities		(1,062	)		16,627
Net (decrease)/increase in cash and cash equivalents		(713	)		4,281
Cash and cash equivalents under US GAAP at beginning of period		4,281			—
Cash and cash equivalents under US GAAP at end of period		3,568			4,281
Short-term investments with original maturities of less than three months		—			3,200
Cash on demand under UK GAAP at end of year		3,568			1,081

New accounting pronouncements not yet adopted

(a) Interpretation 47, “Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143.”

In March 2005, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. (“FIN”) 47, “Accounting for Conditional Asset Retirement Obligations — an Interpretation of FASB Statement No. 143.” This Interpretation clarifies that the term conditional asset retirement obligation as used in SFAS 143, refers to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and (or) method of settlement. Thus, the timing and (or) method of settlement may be conditional on a future event. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. The fair value of a liability for the conditional asset retirement obligation should be recognized when incurred — generally upon acquisition, construction, or development and (or) through the normal operation of the asset. Uncertainty about the timing and (or) method of settlement of a conditional asset retirement obligation should be factored into the measurement of the liability when sufficient information exists. SFAS 143 acknowledges that in some cases, sufficient information may not be available to reasonably estimate the fair value of an asset retirement obligation. This Interpretation also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. This Interpretation is effective no later than the end of fiscal years ending after December 15, 2005. The Group is currently assessing the impact FIN 47 may have on its financial position and results of operations.

(b) FSP FAS 143-1, “Accounting for Electronic Equipment Waste Obligations”.

In June 2005, the FASB issued FSP FAS 143-1, “Accounting for Electronic Equipment Waste Obligations,” which addresses the accounting for obligations associated with Directive 2002/96/ EC, Waste Electrical and Electronic Equipment (the “Directive”), which was adopted by the European Union. FSP FAS 143-1 provides guidance on how to account for the effects of the Directive with respect to historical waste, waste associated with products placed on the market on or before August 13, 2005. FSP FAS 143-1 is required to be applied to the later of the first reporting period ending after June 8, 2005 or the date of the adoption of the law by the applicable European Union member country. The Group is currently evaluating the effect that the adoption of FSP FAS 143-1 will have on its consolidated results of operations and financial condition.

F-75

BANK MACHINE (ACQUISITIONS) LIMITED

Interim Condensed Consolidated Financial Statements

3 Months Ended 31 March 2005

F-76

BANK MACHINE (ACQUISITIONS) LIMITED

CONDENSED CONSOLIDATED PROFIT AND LOSS ACCOUNTS (Unaudited)

			Three months			Three months
			ended			ended
			31 March,			31 March,
	Note		2005			2004
			£’000			£’000
Turnover				3,989			3,485
Operating profit				390			600
Net interest payable and similar charges				(380	)		(400	)
Profit on ordinary activities before taxation				10			200
Tax on profit on ordinary activities		3		66			66
Net Profit/(loss) for the financial period		9		(56	)		134

All turnover and operating profit for the periods presented arises from continuing operations.

There is no difference between the results as stated above and as stated on a historical cost basis.

There are no recognised gains or losses in either the current or prior periods other than as stated above.

The accompanying notes are an integral part of the condensed consolidated financial statements.

F-77

BANK MACHINE (ACQUISITIONS) LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

			31 March,			31 December,
	Note		2005			2004
			£’000			£’000
Fixed assets
Intangible assets		4		14,436			14,638
Tangible assets		5		7,362			6,890
				21,798			21,528
Current assets
Stock				48			47
Debtors: amounts due within one year				1,937			1,446
Debtors: amounts due after more than one year — deferred tax				507			521
Cash at bank and in hand				2,886			3,568
				5,378			5,582
Creditors: amounts falling due within one year		6		(5,584	)		(5,514	)
Net current (liabilities)/assets				(206	)		68
Total assets less current liabilities				21,592			21,596
Creditors: amounts falling due after more than one year		7		(19,054	)		(19,025	)
Provisions for liabilities and charges		8		(665	)		(642	)
Net assets				1,873			1,929
Capital and reserves
Called up share capital				950			950
Profit and loss account				923			979
Total equity shareholders’ funds		9		1,873			1,929

The accompanying notes are an integral part of the condensed consolidated financial statements.

F-78

BANK MACHINE (ACQUISITIONS) LIMITED

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS (Unaudited)

			Three months			Three months
			ended			ended
			31 March,			31 March,
	Note		2005			2004
			£’000			£’000
Net cash inflow from operating activities		10(a)		1,055			1,248
Returns on investments and servicing of finance		10(b)		(122	)		39
Taxation		10(b)		(83	)		—
Capital expenditure and financial investment		10(b)		(1,532	)		(722	)
				(682	)		565
Management of liquid resources		10(b)		—			(600	)
Decrease in cash				(682	)		(35	)

RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT

	Three			Three
	months			months
	ended			ended
	31 March,			31 March,
	2005			2004
	£’000			£’000
Decrease in cash		(682	)		(35	)
Cash outflow/(inflow) from decrease/(increase) in debt and lease financing		—			—
Cash used to increase liquid resources		—			600
Change in net debt resulting from cash flows		(682	)		565
Movement in un-amortised element of finance costs		(33	)		(35	)
Movement in net debt in the period		(715	)		530
Net debt at start of year		(17,204	)		(16,591	)
Net debt at 31 March		(17,919	)		(16,061	)

The accompanying notes are an integral part of the condensed consolidated financial statements.

F-79

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited)

1. Nature of business

Bank Machine (Acquisitions) Limited (the “Company”) together with its subsidiary, Bank Machine Limited (collectively with the Company, the “Group”) is an independent Automated Teller Machine (ATM) operator with approximately 1,000 ATMs located throughout the United Kingdom. On 17 January, 2003 the Company acquired its subsidiary Bank Machine Limited from Euronet Worldwide, Inc., the operations of which are presented in these financial statements. As at the date of these financial statements the Company was a wholly owned subsidiary of Bank Machine (Holdings) Limited.

2. Basis of Preparation

The accompanying condensed consolidated financial statements are unaudited and are prepared on the basis of the accounting policies as set forth in the Group’s financial statements for the year ended 31 December, 2004. These financial statements reflect all adjustments, consisting of normal recurring adjustments, which are, in the opinion of management, necessary to present the financial results for these interim periods fairly. Certain information and footnote disclosures normally included in financial statements prepared in accordance with applicable UK accounting standards (“UK GAAP”) have been condensed or omitted. Accordingly, these financial statements should be read in conjunction with the financial statements and related notes thereto for the year ended 31 December, 2004. Interim results are not necessarily indicative of results to be expected for the full year.

The 31 December, 2004 consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by UK GAAP. However, the Company believes that the disclosures are adequate to make the information presented not misleading.

3. Tax on profit on ordinary activities

(a) Analysis of taxation charge:

	Three months		Three months
	ended		ended
	31 March,		31 March,
	2005		2004
	£’000		£’000
UK Corporation tax on profits for the period		52		49
Deferred tax charge		14		17
Total charge		66		66

F-80

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) — (Continued)

3. Tax on profit on ordinary activities — (continued)

(b) Factors affecting the tax charge for the period:

The tax assessed for the year is higher than the standard rate of corporation tax in the United Kingdom (30%). The differences are explained below:

	Three months		Three months
	ended		ended
	31 March		31 March
	2005		2004
	£’000		£’000
Profit on ordinary activities before tax		10		200
Profit on ordinary activities multiplied by standard rate of Corporation tax in the UK of 30%		3		60
Effects of:
Utilisation of tax losses brought forward		—		(64	)
Depreciation in excess of capital allowances		14		17
Expenses not deductible for tax purposes		35		36
Total current tax charge		52		49

4. Intangible fixed assets

	£’000
Cost:
At 1 January 2005 and at 31 March 2005		16,215
Amortisation:
At 1 January 2005		(1,577	)
Charge for the period		(202	)
At 31 March 2005		(1,779	)
Net book value:
At 31 March 2005		14,436
At 31 December 2004		14,638

Intangible fixed assets consists of goodwill arising on the acquisition of Bank Machine Ltd on 17 January, 2003. It is being amortised on a straight-line basis over 20 years.

F-81

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) — (Continued)

5. Tangible fixed assets

				Fixture and
				fittings &
				computer			Motor
	ATMs			equipment			vehicles			Total
	£’000			£’000			£’000			£’000
Cost
At 1 January 2005		9,902			1,139			147			11,188
Additions		853			13			11			877
Disposals		(74	)		—			—			(74	)
At 31 March 2005		10,681			1,152			158			11,991
Depreciation
At 1 January 2005		(3,415	)		(865	)		(18	)		(4,298	)
Depreciation on disposals		37			—			—			37
Charge for the period		(324	)		(35	)		(9	)		(368	)
At 31 March 2005		(3,702	)		(900	)		(27	)		(4,629	)
Net book value
At 31 March 2005		6,979			252			131			7,362
At 31 December 2004		6,487			274			129			6,890

6. Creditors: amounts falling due within one year

	31 March		31 December
	2005		2004
	£’000		£’000
Bank overdraft and loans		1,752		1,747
Trade creditors		1,666		2,368
Other taxation and social security		66		49
Corporation tax		174		162
Other creditors		304		61
Accruals		1,622		1,127
		5,584		5,514

7. Creditors: amounts falling due after more than one year

	31 March		31 December
	2005		2004
	£’000		£’000
Total loan facilities		9,187		9,163
Shareholder fixed rate subordinated unsecured Loan Notes		9,867		9,862
		19,054		19,025

F-82

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Total loan facilities	£’000			£’000
Amounts falling due:
In one year or less, or on demand		1,875			1,875
Between one and two years		2,437			2,437
Between two and five years		6,938			6,938
In five years or more		—			—
		11,250			11,250
Less: issue costs un-amortised		(293	)		(322	)
		10,957			10,928
Less: included in creditors falling due within one year, including amortisation of issue costs		(1,770	)		(1,765	)
		9,187			9,163

Fixed rate subordinated unsecured Loan Notes	£’000			£’000
Amounts falling due:
In one year or less, or on demand		—			—
Between one and two years		—			—
Between two and five years		—			—
In five years or more		9,952			9,951
		9,952			9,951
Less: issue costs un-amortised		(103	)		(107	)
		9,849			9,844
Add: included in creditors falling due within one year, including amortisation of issue costs		18			18
		9,867			9,862

8. Provisions for liabilities and charges

The following represents the amount of the retirement obligation at the beginning and end of the period ended:

	Three months
	ended
	31 March			31 December
	2005			2004
	£’000			£’000
Beginning balance at 1 January		642			554
Liabilities incurred during the year		25			126
Liabilities settled during the year		(16	)		(85	)
Accretion of interest		14			47
Ending balance at 31 March/31 December		665			642

F-83

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) — (Continued)

9. Reconciliation of movement in equity shareholders’ funds

	Three
	months			For the year
	ended			ended
	31 March			31 December
	2005			2004
	£’000			£’000
(Loss)/profit for the period/year		(56	)		898
Net movement in equity shareholders’ funds		(56	)		898
Opening equity shareholders’ funds		1,929			1,031
Closing equity shareholders’ funds		1,873			1,929

10. Notes to the condensed consolidated cash flow statements

(a) Reconciliation of operating profit to net cash inflow from operating activities:

	Three			Three
	months			months
	ended			ended
	31 March			31 March
	2005			2004
	£’000			£’000
Operating profit		390			600
Depreciation and amortisation		570			513
Loss on disposal of tangible fixed assets		22			30
Increase in debtors		(491	)		(206	)
Increase in stocks		(1	)		—
Increase in creditors		565			311
Net cash inflow from operating activities		1,055			1,248

F-84

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) — (Continued)

10. Notes to the condensed consolidated cash flow statements — (Continued)

(b) Analysis of cash flows:

	Three			Three
	months			months
	ended			ended
	31 March			31 March
	2005			2004
	£’000			£’000
Returns on investments and servicing of finance
Interest received		69			39
Interest paid		(191	)		—
		(122	)		39
Taxation
Corporation tax paid		(83	)		—
		(83	)		—
Capital expenditure and financial investment
Payment to acquire tangible fixed assets		(852	)		(70	)
Payment of capital creditors		(695	)		(711	)
Receipts from sales of tangible fixed assets		15			59
		(1,532	)		(722	)

	Three		Three
	months		months
	ended		ended
	31 March		31 March
	2005		2004
	£’000		£’000
Management of Liquid Resources
Net transfers to money markets		—		(600	)
		—		(600	)

11. Subsequent event

On 17 May 2005, the Company was acquired by Cardtronics, Inc., a U.S. based owner and operator of ATMs, for approximately £51,464,000 in total consideration. Such consideration was comprised of £28,319,000 in cash, £1,595,000 in equity, and the assumption of the Company’s outstanding debt obligations as of such date totalling £21,550,000.

The Company is dependent on the continuing support of Cardtronics, Inc., to enable it to meet its liabilities as they fall due. Cardtronics, Inc. has indicated that it will continue to provide financial support and therefore the Directors believe that it is appropriate for the consolidated financial statements to be prepared on the going concern basis.

12. Reconciliation of Differences Between UK GAAP and US GAAP

The Group’s unaudited condensed consolidated financial statements have been prepared in accordance with UK GAAP, which differ in certain significant respects from accounting principles generally accepted in the United States of America (“US GAAP”). Summaries of the significant differences as they apply to the Group are set forth in Note 24 to the Group’s consolidated financial statements for the year ended

F-85

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) — (Continued)

21 December, 2004. The differences which have a significant effect on the consolidated net income (loss), shareholders’ equity and the financial position of the Group are set out below.

Effect on net profit (loss) of material differences between UK and US GAAP

		Three months			Three months
		ended			ended
		31 March,			31 March,
		2005			2004
		£’000			£’000
Net (loss)/profit in accordance with UK GAAP			(56	)		133
US GAAP adjustments:
Business combinations:
	Reversal of goodwill amortized under UK GAAP but not US GAAP		202			202
	Amortization of intangible assets recognized under US GAAP but not UK GAAP		(289	)		(364	)
Vacation accrual			(16	)		(13	)
Derivative financial instruments			(21	)		9
Deferred tax effect of US GAAP adjustments			97			110
Net profit in accordance with US GAAP			(83	)		77

      The following is a reconciliation of total equity from UK GAAP to US GAAP:

		31 March,			31 December,
		2005			2004
		£’000			£’000
Total equity shareholders’ funds in accordance with UK GAAP			1,873			1,929
US GAAP adjustments:
Business combinations:
	Reversal of goodwill amortized under UK GAAP but not US GAAP		1,779			1,577
	Amortization of intangible assets recognized under US GAAP but not UK GAAP		(3,488	)		(3,199	)
Vacation accrual			(31	)		(15	)
Derivative financial instruments			47			68
Deferred tax effect of US GAAP adjustments			1,041			944
Total shareholders’ equity in accordance with US GAAP			1,221			1,304

The following is a rollforward of total shareholders’ equity in accordance with US GAAP:

	Three months			Three months
	ended			ended
	31 March			31 March
	2005			2004
	£’000			£’000
Balance in accordance with US GAAP, beginning of year/ period		1,304			670
Net profit in accordance with US GAAP		(83	)		77
Balance in accordance with US GAAP, end of year/ period		1,221			747

F-86

BANK MACHINE (ACQUISITIONS) LIMITED

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) — (Continued)

The following statements summarize the statements of cash flows as if they had been presented in accordance with US GAAP, and include the adjustments that reconcile cash and cash equivalents under US GAAP to cash on demand reported under UK GAAP.

	31 March,			31 March,
	2005			2004
	£’000			£’000
Net cash provided by operating activities		850			1,287
Net cash used in investing activities		(837	)		(11	)
Net cash (used in)/provided by financing activities		(695	)		(711	)
Net (decrease)/increase in cash and cash equivalents		(682	)		565
Cash and cash equivalents under US GAAP at beginning of year/period		3,568			4,281
Cash and cash equivalents under US GAAP at end of period		2,886			4,846
Short-term investments with original maturities of less than three months		—			3,800
Cash on demand under UK GAAP at end of period		2,886			1,046

New accounting pronouncements not yet adopted

(a) Interpretation 47, Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143.

In March 2005, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. (“FIN”) 47, “Accounting for Conditional Asset Retirement Obligations — an Interpretation of FASB Statement No. 143.” This Interpretation clarifies that the term conditional asset retirement obligation as used in SFAS 143, refers to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and (or) method of settlement. Thus, the timing and (or) method of settlement may be conditional on a future event. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. The fair value of a liability for the conditional asset retirement obligation should be recognized when incurred — generally upon acquisition, construction, or development and (or) through the normal operation of the asset. Uncertainty about the timing and (or) method of settlement of a conditional asset retirement obligation should be factored into the measurement of the liability when sufficient information exists. SFAS 143 acknowledges that in some cases, sufficient information may not be available to reasonably estimate the fair value of an asset retirement obligation. This Interpretation also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. This Interpretation is effective no later than the end of fiscal years ending after December 15, 2005. The Group is currently assessing the impact FIN 47 may have on its financial position and results of operations.

(b) FSP FAS 143-1, “Accounting for Electronic Equipment Waste Obligations”.

In June 2005, the FASB issued FSP FAS 143-1, “Accounting for Electronic Equipment Waste Obligations,” which addresses the accounting for obligations associated with Directive 2002/96/ EC, Waste Electrical and Electronic Equipment (the “Directive”), which was adopted by the European Union. FSP FAS 143-1 provides guidance on how to account for the effects of the Directive with respect to historical waste, waste associated with products placed on the market on or before August 13, 2005. FSP FAS 143-1 is required to be applied to the later of the first reporting period ending after June 8, 2005 or the date of the adoption of the law by the applicable European Union member country. The Group is currently evaluating the effect that the adoption of FSP FAS 143-1 will have on its consolidated results of operations and financial condition.

F-87

ATM COMPANY

Consolidated Financial Statements

December 31, 2002 and 2003 and June 30, 2004

(With Independent Auditors’ Report Thereon)

F-88

Independent Auditors’ Report

To the Board of Directors

Cardtronics, Inc.:

      We have audited the accompanying consolidated balance sheets of ATM Company (as defined in footnote 1) as of December 31, 2002 and 2003, and June 30, 2004, and the related consolidated statements of operations, in stockholder’s equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2003, and for the six-month period ended June 30, 2004. These consolidated financial statements are the responsibility of ATM Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

      We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of ATM Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ATM Company as of December 31, 2002 and 2003, and June 30, 2004, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2003, and for the six-month period ended June 30, 2004, in conformity with accounting principles generally accepted in the United States of America.

      As discussed in Note 1 to the consolidated financial statements, ATM Company adopted the provisions of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations on January 1, 2003.

/s/ KPMG LLP

Houston, Texas

May 10, 2005

F-89

ATM COMPANY

CONSOLIDATED BALANCE SHEETS

As of December 31, 2002 and 2003 and June 30, 2004

(000’s)

		December 31,
						June 30,
		2002		2003		2004
Assets
Current assets:
	Cash and cash equivalents	$	4,391	$	11,081	$	9,991
	Accounts receivable, net of allowance for doubtful accounts of $614, $340, and $524, respectively		3,273		4,816		4,868
	Notes receivable, current		70		30		32
	Inventory		279		306		325
	Prepaid, deferred costs and other current assets		411		90		135
Total current assets			8,424		16,323		15,351
Notes receivable, non-current			71		41		21
Property and equipment, net			13,901		14,481		18,279
Intangible assets, net			12,804		17,324		14,357
Goodwill, net			69,852		69,852		69,852
Total assets		$	105,052	$	118,021	$	117,860
Liabilities and Stockholder’s Equity/(Deficit)
Current liabilities:
	Accounts payable	$	6,334	$	6,630	$	5,794
	Payable to affiliated party		86,482		100,794		103,320
	Accrued liabilities		4,901		7,588		8,257
Total current liabilities			97,717		115,012		117,371
Long-term liabilities:
	Obligations under capital leases		29		—		—
	Other long-term liabilities		—		1,436		1,747
Total liabilities			97,746		116,448		119,118
Stockholder’s equity/(deficit)			7,306		1,573		(1,258	)
Total liabilities and stockholder’s equity/(deficit)		$	105,052	$	118,021	$	117,860

See accompanying notes to consolidated financial statements.

F-90

ATM COMPANY

STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2002 and 2003 and Six Months Ended June 30, 2004

(000’s)

			Years Ended						Six Months
			December 31,						Ended
									June 30,
			2002			2003			2004
Revenues:
	ATM service revenues		$	97,612		$	112,530		$	55,329
	ATM product revenues			4,644			3,511			1,576
		Total revenues		102,256			116,041			56,905
Cost of revenues:
	Cost of ATM service revenues			84,207			97,001			49,698
	Cost of ATM product revenues			3,647			3,561			983
		Total cost of revenues		87,854			100,562			50,681
		Gross profit (exclusive of depreciation shown separately below)		14,402			15,479			6,224
Operating expenses:
	Selling, general and administrative expenses			8,341			7,362			3,159
	Depreciation and accretion expense			3,578			4,852			2,015
	Amortization expense			4,829			6,185			2,835
	Affiliated party expense			711			2,109			1,260
	Restructuring expense			1,691			285			250
	Equity in (earnings)/losses of unconsolidated affiliates			(96	)		(62	)		(310	)
		Total operating expenses		19,054			20,731			9,209
Operating loss				(4,652	)		(5,252	)		(2,985	)
Other (income)/expense				(110	)		305			(154	)
Loss before income taxes and cumulative effect of change in accounting principle				(4,542	)		(5,557	)		(2,831	)
Income tax provision (benefit)				—			—			—
Loss before cumulative effect of change in accounting principle				(4,542	)		(5,557	)		(2,831	)
Cumulative effect of change in accounting principle for asset retirement obligations, net of related income tax benefit of $0				—			176			—
Net loss			$	(4,542	)	$	(5,733	)	$	(2,831	)

See accompanying notes to consolidated financial statements.

F-91

ATM COMPANY

STATEMENTS OF STOCKHOLDER’S EQUITY/(DEFICIT)

For the Years Ended December 31, 2002 and 2003 and Six Months Ended June 30, 2004

(000’s)

		Additional
		Paid-In		Accumulated
		Capital		Deficit			Total
Balance — December 31, 2001		$	33,812	$	(21,964	)	$	11,848
	Net loss		—		(4,542	)		(4,542	)
Balance — December 31, 2002			33,812		(26,506	)		7,306
	Net loss		—		(5,733	)		(5,733	)
Balance — December 31, 2003			33,812		(32,239	)		1,573
	Net loss		—		(2,831	)		(2,831	)
Balance — June 30, 2004		$	33,812	$	(35,070	)	$	(1,258	)

See accompanying notes to consolidated financial statements.

F-92

ATM COMPANY

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2002 and 2003 and Six Months Ended June 30, 2004

(000’s)

					Years Ended						Six Months
					December 31,						Ended
											June 30,
					2002			2003			2004
Cash flows from operating activities:
	Net loss				$	(4,542	)	$	(5,733	)	$	(2,831	)
	Adjustments to reconcile net loss to net cash provided by operating activities:
		Depreciation, amortization and accretion expense				8,407			11,037			4,850
		Provision for doubtful accounts				575			(59	)		416
		(Gain) loss on sale of assets				27			684			74
		Cumulative effect of change in accounting principle				—			176			—
		Changes in assets and liabilities, net of acquisitions:
			Accounts receivable			78			(1,484	)		(468	)
			Prepaid, deferred costs and other current assets			311			320			(45	)
			Inventory			456			1,014			532
			Notes receivable, net			(22	)		70			17
			Accounts payable			1,301			296			(837	)
			Accrued liabilities			(1,452	)		2,688			669
			Other, net			(18	)		(229	)		(32	)
				Net cash provided by operating activities		5,121			8,780			2,345
Cash flows from investing activities:
	Additions to property and equipment					(8,439	)		(4,762	)		(5,934	)
	Acquisition of merchant portfolios and equipment					(172	)		(11,610	)		(28	)
				Net cash used in investing activities		(8,611	)		(16,372	)		(5,962	)
Cash flows from financing activities:
	Repayments of long-term debt and capital leases					(26	)		(29	)		—
	Advances from affiliated party					6,506			14,311			2,527
				Net cash provided by financing activities		6,480			14,282			2,527
				Net increase (decrease) in cash and cash equivalents		2,990			6,690			(1,090	)
	Cash and cash equivalents at beginning of year					1,401			4,391			11,081
Cash and cash equivalents at end of year					$	4,391		$	11,081		$	9,991

See accompanying notes to consolidated financial statements.

F-93

ATM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Business and Summary of Significant Accounting Policies

(a)     Description of Business and Basis of Presentation

      ATM Company (the Company) owns and operates approximately 13,000 automated teller machines (ATMs) within the United States and provides ATM management and equipment-related services to both nationally known and small business merchant customers. The Company typically enters into multi-year contractual relationships with its merchant customers.

      Prior to June 30, 2004, the Company conducted its business as E*TRADE Access, Inc., a wholly owned subsidiary of E*TRADE Bank. Effective June 30, 2004, substantially all of the assets and liabilities of the Company were sold to Cardtronics, Inc. (Cardtronics) with the exception of the payable to affiliated party, which primarily represents the push-down effects of the Company’s prior acquisitions. The consolidated financial statements presented herein reflect the financial position and results of operations of the Company immediately prior to the aforementioned sale.

(b)     Principles of Consolidation

      The consolidated financial statements include the accounts of the Company and its consolidated subsidiary, North American Cash Systems (NACS). All significant accounts, transactions and profits between the Company and NACS have been eliminated in consolidation.

(c)     Cash and Cash Equivalents

      For purposes of reporting financial condition and cash flows, cash and cash equivalents include cash in bank and short-term deposit sweep accounts. The Company had no restricted cash balances during the periods presented in the accompanying financial statements.

(d)     ATM Vault Cash

      The Company primarily relies on its agreement with Palm Desert National Bank (PDNB) to provide it with all of the cash that it uses in its ATMs, and for which cash is not provided by the merchant. Such cash is provided by E*TRADE Bank to PDNB under a separate agreement between the two parties, and is referred to as “vault cash” under federal banking regulations. The Company pays a fee for its usage of this cash based on the total amount of the cash that it is using at any given time. At all times during the use of this cash, it belongs to the cash provider, and the cash provider has the right to demand the return of all or any portion of the cash at any time upon the occurrence of certain events beyond the Company’s control.

      The amount of vault cash in the Company’s ATMs was approximately $122.0 million and $92.5 million at December 31, 2003 and June 30, 2004, respectively.

(e)     Accounts Receivable

      Accounts receivable are primarily comprised of amounts due from the Company’s clearing and settlement banks for ATM transaction revenues earned on transactions processed during the month ending on the balance sheet date. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company reviews its allowance for doubtful accounts monthly and determines the allowance based on an analysis of its past due accounts. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

F-94

ATM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(f)     Note Receivable

      The Company’s note receivable balance relates to an ATM financing arrangement with a term beyond one year. Such note bears interest at approximately 13%, which is being recognized over the life of the note. The ATMs that are financed pursuant to this arrangement serve as collateral for the related note.

(g)     Inventory

      Inventory consists principally of ATMs and, to a lesser extent, ATM spare parts and ATM supplies. Inventory items are stated at the lower of cost or market, and cost is determined by the specific identification method.

(h)     Property and Equipment, net

      Equipment is stated at cost and depreciation is calculated using the straight-line method over an estimated useful life of five years. Also included in equipment are new ATMs the Company has acquired for future installation. Such ATMs are held as deployments in process and are not depreciated until placed in service. Depreciation expense for equipment for the years ended December 31, 2002 and 2003, and for the six months ended June 30, 2004, was $3.6 million, $4.9 million, and $2.0 million, respectively. See Note 9 regarding asset retirement obligations associated with the Company’s ATMs.

(i)     Goodwill and Other Intangible Assets, net

      Goodwill and other intangible assets, net, represent the excess of the purchase price over the fair value of net tangible assets acquired through the Company’s previous asset and business combinations. The goodwill balance was created in connection with the Company’s acquisition of Card Capture Services, Inc. (CCS) in May 2000 (see Note 2). Intangible assets, other than goodwill, are primarily comprised of merchant contracts/relationships acquired in connection with acquisitions of selected ATM assets (i.e., the right to receive future cash flows related to ATM transactions occurring at these merchant locations).

      For the periods prior to January 1, 2002, goodwill was amortized using the straight-line method based on an estimated useful life of 40 years. Upon adoption of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets (SFAS 142) on January 1, 2002, the Company ceased the amortization of goodwill and tested the carrying amount for impairment. No adjustment was made to the carrying value of the goodwill balance as a result of such impairment test. The Company tests goodwill for impairment on at least an annual basis.

      Intangible assets related to acquired merchant contracts/relationships are amortized on a straight-line basis over estimated useful lives ranging from five to seven years. Such estimated useful lives were determined by the Company based on a review of the weighted average life of the expected after-tax cash flows from the underlying merchant contracts and the terms of the contracts themselves, as well as the Company’s expectations based on industry experience. The Company evaluates the remaining useful lives of other intangible assets each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization.

      During the years ended December 31, 2002 and 2003, and for the six months ended June 30, 2004, the Company recorded amortization expense related to its intangible assets of $4.8 million, $6.2 million, and $2.8 million, respectively. The estimated amortization expense for each of the five succeeding years is not applicable as the Company’s intangible assets were revalued in connection with the Cardtronics’ acquisition, as mentioned above.

F-95

ATM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(j)     Income Taxes

      The Company accounts for income taxes pursuant to the provisions of SFAS No. 109, Accounting for Income Taxes (SFAS 109). Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and income before provision for income taxes and between the tax basis of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are calculated based on current statutory federal and state income tax rates. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

      For the periods presented herein, the Company’s predecessor (E*TRADE Access, Inc.) was part of the consolidated tax group of E*TRADE Financial Corporation, the parent company of E*TRADE Bank, and shared in (and contributed to) the consolidated tax benefits and obligations of the group. However, the income tax amounts presented in these financial statements and related footnotes have been computed assuming that the Company was not part of such consolidated tax group, but rather had prepared separate income tax returns for the periods presented. See Note 12 for more details regarding the Company’s income tax related amounts.

(k)     Impairment of Long-Lived Assets

      The Company places significant value on the installed ATMs that it owns and manages in merchant locations and the underlying merchant contracts/relationships. The recoverability of the carrying value of long-lived assets is reviewed whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. To assess recoverability, the Company evaluates the carrying value of long-lived assets and compares them to the respective projected future undiscounted cash flows. An impairment loss is recognized if the sum of the expected net cash flows is less than the carrying amount of the long-lived assets being evaluated. The Company does not believe that any impairment of its intangibles or other long-lived assets has occurred.

(l)     Use of Estimates in the Preparation of Financial Statements

      The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include the carrying amount of intangibles and valuation allowances for receivables, inventories and deferred income tax assets. Actual results could differ from those assumed in the Company’s estimates.

(m)     Revenue Recognition

      Substantially all of the Company’s revenues are generated from ATM transaction-based fees and services, which include surcharge fees, interchange fees and other monthly fees. Transaction-based fees are recognized at the time the ATM transactions are processed and service fees are recognized at the time the service is performed. The Company offers a maintenance service agreement to certain customers purchasing ATMs. The Company recognizes service agreement revenue monthly as earned, and expenses relating to repairs under service agreements as incurred. The Company recognizes revenue related to the sale of ATMs when the equipment is delivered to the merchant customer and the Company has completed all required installation and set-up procedures. If the equipment is sold directly to a third-party dealer, the Company recognizes revenue upon the shipment of the equipment from the manufacturer to the third-party dealer.

F-96

ATM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(n)     Stock-Based Compensation

      The Company has not had, and does not currently have, any stock-based compensation plans in place. However, certain employees of the Company’s predecessor participated in the stock-based compensation plan sponsored by E*TRADE Financial Corporation.

      The Company has elected to account for its participation in the above-mentioned stock-based compensation plan using the intrinsic value method under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and to disclose pro forma effects on net loss as provided by the provisions of SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure and SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123). Accordingly, no compensation cost for stock options held by employees of the Company has been recognized. Had compensation cost for stock options been determined based on the fair value at the grant dates in 2002, 2003 and 2004, consistent with the provisions of SFAS 123, the recorded net loss amounts would have been increased by approximately $118,000, $63,000 and $8,000, respectively.

      For disclosure purposes, the fair value of each stock option granted was estimated on the date of grant using the Black-Scholes option-pricing model. The fair value of the options granted for the years ended December 31, 2002 and 2003, and for the six months ended June 30, 2004, were $6.09, $2.89, and $5.80, respectively. The fair value of the Company’s participation in the above-referenced stock-based compensation plan was estimated assuming no expected dividends and the following weighted-average assumptions:

	2002			2003			2004
Expected stock price volatility		71	%		66	%		52	%
Risk-free interest rate		4	%		3	%		2	%
Expected life of options following vesting (in months)		36			19			22

(o)     Recent Accounting Pronouncements

      In June 2001, the Financial Accounting Standards Board (the FASB) issued SFAS No. 143, Accounting for Asset Retirement Obligations (SFAS 143). SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the related asset retirement costs. SFAS 143 requires the Company to estimate the fair value of future retirement costs associated with its ATMs. The fair value of a liability for an asset retirement obligation is to be recognized in the period in which it is incurred and can be reasonably estimated. Such asset retirement costs are to be capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s estimated useful life. Fair value estimates of liabilities for asset retirement obligations will generally involve discounted future cash flows. Periodic accretion of such liabilities due to the passage of time is to be recorded as an operating expense. The provisions of SFAS 143 are effective for fiscal years beginning after June 15, 2002, with initial application as of the beginning of the fiscal year. The adoption of SFAS 143 resulted in the recognition of: (i) liabilities amounting to approximately $1.0 million for contingent retirement obligations under certain merchant contracts (included in other long-term liabilities on the Company’s consolidated balance sheet); (ii) asset retirement costs amounting to approximately $1.0 million (included in property and equipment on the Company’s consolidated balance sheet); and (iii) a charge for the cumulative effect of the change in accounting principle amounting to approximately $176,000. The cumulative effect amount of $176,000 has not been reduced by a related income tax benefit due to the uncertain future utilization of such benefit. Accretion expense related to liabilities for contingent retirement obligations (included in depreciation and accretion on the Company’s consolidated statements of operations) totaled approximately $86,000 for the year ended December 31, 2003, and approximately $54,000 for the six months ended June 30, 2004, respectively. At December 31, 2003 and June 30, 2004, liabilities for contingent retirement obligations amounted to $1.4 million and $1.7 million, respectively.

F-97

ATM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(2) Acquisitions

      In May 2000, E*TRADE Access, Inc. (the Company’s predecessor) was formed through the acquisition of CCS by E*TRADE Financial Corporation. The purchase price totaled approximately $100.8 million and was comprised of $5.0 million in cash, approximately $87.5 million in stock of E*TRADE Financial Corporation, the assumption of approximately $6.8 million in debt, and the incurrence of approximately $1.5 million in direct costs associated with the acquisition. The following table summarizes the estimated fair values of the major assets acquired and liabilities assumed at the date of the acquisition (000’s):

		Estimated
Category		Fair Value
Net working capital		$	575
Property and equipment			3,622
Other assets			875
	Total tangible assets		5,072
Intangible assets			22,860
Goodwill			72,889
Total net assets acquired		$	100,821

      The $22.9 million in intangible assets primarily represents the value assigned to the acquired merchant contracts/relationships, as determined by an independent appraisal specialist. Such amount is being amortized on a straight-line basis over an estimated useful life of seven years. The $72.9 of goodwill was being amortized over an estimated useful life of 40 years prior to the adoption of SFAS 142. On January 1, 2002, the Company ceased the amortization of such goodwill balance in accordance with the provisions of SFAS 142.

      During 2002, the Company acquired a total of 28 merchant contracts/relationships in a series of separate transactions. The cost of the acquisitions totaled approximately $0.2 million and the purchase price was allocated entirely to the acquired merchant contracts/relationships. No ATMs were acquired in such transactions. Total consideration paid represented the fair value of the acquired intangible assets as of the acquisition dates.

      During 2003, the Company acquired a total of over 5,000 merchant contracts/relationships and over 240 ATMs through a series of separate asset acquisitions. The cost of the acquisitions totaled $11.6 million and the purchase price was allocated $0.9 million to ATM equipment and $10.7 million to merchant contracts/relationships. Of the $11.6 million paid in 2003 for such acquisitions, approximately $10.1 million related to the Company’s acquisition of selected contracts and ATMs from XtraCash ATM, Inc. Total consideration paid represented the fair value of the acquired assets as of the acquisition dates.

      The Company made no significant acquisitions during the first six months of 2004.

(3) Affiliated Party Transactions

      Prior to the acquisition by Cardtronics of the Company, E*TRADE Bank provided certain services to E*TRADE Access, Inc. (the Company’s predecessor) under a service agreement, including insurance and risk management services, tax and financial reporting services, and payroll processing services. E*TRADE Bank also provided use of its office space, equipment and furniture and fixtures. The accompanying financial statements reflect charges from E*TRADE Bank for such services in the amounts of $0.7 million, $2.1 million, and $1.3 million for the years ended December 31, 2002 and 2003, and for the six months ended June 30, 2004, respectively. Amounts owed to E*TRADE Bank for such services, including the push-

F-98

ATM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

down effects of the Company’s historical acquisitions, totaled $86.5 million, $100.8 million, and $103.3 million as of December 31, 2002 and 2003, and June 30, 2004, respectively.

(4) Prepaid, Deferred Costs, and Other Current Assets

      A summary of prepaid, deferred costs, and other current assets is as follows (000’s):

		As of
		December 31,				As of
						June 30,
		2002		2003		2004
Prepaids		$	404	$	90	$	71
Deferred costs and other current assets			7		—		64
	Total	$	411	$	90	$	135

(5) Property and Equipment, net

      A summary of property and equipment is as follows (000’s):

		As of
		December 31,						As of
								June 30,
		2002			2003			2004
Property and equipment		$	19,369		$	23,923		$	29,301
Software			1,906			2,322			2,335
	Total		21,275			26,245			31,636
Less accumulated depreciation			(7,374	)		(11,764	)		(13,357	)
	Net property and equipment	$	13,901		$	14,481		$	18,279

(6) Intangible Assets, net

      A summary of intangible assets is as follows (000’s):

		As of December 31,						As of
								June 30,
		2002			2003			2004
Merchant contracts		$	22,715		$	30,985		$	29,893
Less accumulated amortization			(9,911	)		(13,661	)		(15,536	)
	Net intangible assets	$	12,804		$	17,324		$	14,357

F-99

ATM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(7) Accrued Liabilities

      The Company’s accrued liabilities include accrued armored fees, communication fees, maintenance obligations, and other fees associated with the Company’s ongoing operations. A summary of the Company’s accrued liabilities as of the dates below is as follows (000’s):

		As of December 31,				As of
						June 30,
		2002		2003		2004
Restructuring accrual		$	1,500	$	1,559	$	1,706
Accrued armored fees			843		991		920
Accrued communication fees			426		424		—
Accrued maintenance fees			306		343		1,352
Accrued bank and cash management fees			97		2,141		951
Accrued ATM purchases			—		—		577
Accrued sales and property taxes			—		—		304
Other accrued expenses			1,729		2,130		2,447
	Total	$	4,901	$	7,588	$	8,257

(8) Commitments and Contingencies

      The following table and discussion reflect the Company’s significant contractual obligations and other commercial commitments as of December 31, 2003 (in thousands):

Contractual Obligations	Total		2004		2005		2006		2007
Operating lease obligations	$	2,920	$	1,188	$	1,174	$	523	$	35

      As previously mentioned, the Company is charged by E*TRADE Bank for the use of its office space, and as such, has no separate contractual lease agreement in place. Accordingly, there are no contractual rent payment amounts included in the table above.

(9) Asset Retirement Obligations

      The Company changed its method of accounting for asset retirement obligations in accordance with SFAS 143 effective January 1, 2003. Under SFAS 143, the Company recognizes asset retirement obligations in the period in which they are incurred if a reasonable estimate of the fair value can be made. When the liability is initially recorded, the cost is capitalized by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its settlement value and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, a gain or loss is recorded for any difference between the settlement amount and the liability recorded.

F-100

ATM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The cumulative effect of the change on prior years resulted in an after-tax charge to income of approximately $176,000. The effect of the change in 2003 was to decrease income before the cumulative effect of the accounting changes by approximately $74,000 related to depreciation and accretion expense recorded during the period, offset somewhat by the utilization of the established asset retirement obligation. The pro forma effects of the application of SFAS 143 as if the statement had been adopted on January 1, 2002 (instead of January 1, 2003) are presented below (pro forma amounts in thousands assuming the accounting change is applied retroactively, net of tax):

		Years Ended
		December 31,
		2002			2003
		Pro Forma			Pro Forma
Net loss		$	(4,542	)	$	(5,733	)
	(Increase) decrease in depreciation expense		(130	)		130
	(Increase) decrease in accretion expense		(46	)		46
Net loss, as adjusted		$	(4,718	)	$	(5,557	)

      Asset retirement obligations consist primarily of de-installation costs of the ATM and the costs to restore the ATM site to its original condition. The Company is legally required to perform this de-install and restoration work. In accordance with SFAS 143, for each group of ATMs the Company recognized the fair value of a liability for an asset retirement obligation and capitalized that cost as part of the cost basis of the related asset. The related assets are being depreciated on a straight-line basis over five years.

      The following table describes changes to the asset retirement obligation liability for the year ended December 31, 2003 and the six months ended June 30, 2004 (000’s):

		2003			2004
Asset retirement at the beginning of the year		$	1,016		$	1,436
Additional ATMs			602			257
Accretion expense			86			54
Payments			(268	)		—
	Total	$	1,436		$	1,747

      The actual and pro forma asset retirement obligation liability balances as if SFAS 143 had been adopted on January 1, 2002 (instead of January 1, 2003) were as follows (000’s):

	December 31,
	2002		2003
Liability for asset retirement — beginning		—	$	1,016
Liability for asset retirement — ending	$	1,016	$	1,436

(10) Litigation

      The Company is involved in various lawsuits and legal proceedings which have arisen in the normal course of business. While the ultimate results of these other matters cannot be predicted with certainty, they are not expected to have a material adverse effect on the financial position of the Company.

(11) Income Taxes

      As discussed in Note 1, the Company’s income taxes have been computed assuming that the Company was not part of the E*TRADE Financial Corporation consolidated tax group, but rather had prepared separate

F-101

ATM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

income tax returns for the periods presented. Accordingly, the Company has not reflected a tax benefit for any of the periods presented in the accompanying financial statements due to the uncertainties surrounding the ability of the Company to utilize such benefits.

      The recorded income tax benefit differs from amounts computed by applying the statutory rate to the Company’s net loss before taxes as follows for the years ended December 31, 2002 and 2003, and the six months ended June 30, 2004 (000’s):

		Years Ended						Six Months
		December 31,						Ended
								June 30,
		2002			2003			2004
Income tax benefit at the statutory rate of 35%		$	(1,590	)	$	(2,007	)	$	(991	)
State tax benefit, net of federal provision			(177	)		(224	)		(110	)
Non-deductible meals and entertainment			9			3			2
Change in valuation allowance			1,758			2,228			1,099
	Income tax benefit on loss before income taxes and cumulative effect of accounting change		—			—			—
	Income tax allocated to cumulative effect of accounting change		—			—			—
Total income tax benefit per financial statements		$	—		$	—		$	—

      The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2002 and 2003, and June 30, 2004, are as follows (000’s):

			December 31,
									June 30,
			2002			2003			2004
Current deferred tax assets:
	Accrued expenses		$	630		$	83		$	84
	Reserve for doubtful accounts			370			347			507
	Other			17			18			18
		Current deferred tax assets		1,017			448			609
Non-current deferred tax assets:
	Amortization of intangibles			3,329			4,941			5,571
	Net operating loss carryforwards			10,534			14,690			17,358
		Non-current deferred tax assets		13,863			19,631			22,929
Non-current deferred tax liabilities:
	Property and equipment			1,698			2,752			4,092
	Amortization of goodwill			3,859			5,750			6,695
		Non-current deferred tax liabilities		5,557			8,502			10,787
Net non-current deferred tax assets			$	8,306		$	11,129		$	12,142
Net current deferred tax assets				1,017			448			609
Total deferred tax assets				9,323			11,577			12,751
Less: Valuation allowance				(9,323	)		(11,577	)		(12,751	)
		Net deferred taxes	$	—		$	—		$	—

      A valuation allowance has been provided to offset the deferred tax assets for all periods presented due to the uncertainties surrounding the future realization of such deferred tax assets. As of June 30, 2004, the

F-102

ATM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company’s estimated net operating loss (“NOL”) carryforwards for income tax purposes, assuming it had filed separate returns for the periods presented, would have totaled approximately $40.1 million.

      Approximately $1.8 million of the valuation allowance for deferred tax assets at June 30, 2004, relates to items which, when recognized, would have resulted in a credit to equity rather than a reduction in the Company’s federal income tax provision.

(12) Significant Suppliers

      The Company incurred charges from one supplier that accounted for approximately 10% of the total cost of revenues for the years ended December 31, 2002 and 2003, and the six months ended June 30, 2004.

(13) Segment Information and Geographical Information

      The Company considers its business activities to be comprised of a single reporting segment — ATM Management Services. During each of the periods presented in the accompanying consolidated financial statements, the Company had no single merchant customer that represented 10% or more of total revenues. All revenues were generated in the United States of America.

(14) Acquisition by Cardtronics, Inc.

      As disclosed in Note 1, substantially all of the assets and liabilities of E*TRADE Access, Inc. (the Company’s predecessor), with the exception of the payable to affiliated party, were acquired and assumed by Cardtronics, Inc. effective June 30, 2004, for approximately $106.9 million in cash.

F-103

ANNEX A

LETTER OF TRANSMITTAL

To Tender

Outstanding 9.250% Senior Subordinated Notes due 2013

of

CARDTRONICS, INC.

Pursuant to the Exchange Offer and Prospectus dated                             

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                         , 2005 (THE “EXPIRATION DATE”), UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE COMPANY.

The Exchange Agent for the Exchange Offer is:

Wells Fargo Bank, National Association

Attention: Corporate Trust Operations

Sixth and Marquette

MAC N9303-121

Minneapolis, Minnesota 55479

Telephone: (800) 344-5128

Facsimile: (612) 667-4927

      IF YOU WISH TO EXCHANGE CURRENTLY OUTSTANDING 9.250% SENIOR SUBORDINATED NOTES DUE 2013 (THE “OUTSTANDING NOTES”) FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF NEW 9.250% SENIOR SUBORDINATED NOTES DUE 2013 PURSUANT TO THE EXCHANGE OFFER, YOU MUST VALIDLY TENDER (AND NOT WITHDRAW) OUTSTANDING NOTES TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE BY CAUSING AN AGENT’S MESSAGE TO BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO SUCH TIME.

      The undersigned hereby acknowledges receipt and review of the Prospectus, dated                     (the “Prospectus”), of Cardtronics, Inc., a Delaware corporation (the “Company”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Company’s offer (the “Exchange Offer”) to exchange its 9.250% Senior Subordinated Notes due 2013 (the “New Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 9.250% Senior Subordinated Notes due 2013 (the “Outstanding Notes”). Capitalized terms used but not defined herein have the respective meaning given to them in the Prospectus.

      The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term “Expiration Date” shall mean the latest date to which the Exchange Offer is extended. The Company shall notify the Exchange Agent and each registered holder of the Outstanding Notes of any extension by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

      This Letter of Transmittal is to be used by holders of the Outstanding Notes. Tender of Outstanding Notes is to be made according to the Automated Tender Offer Program (“ATOP”) of the Depository Trust Company (“DTC”) pursuant to the procedures set forth in the prospectus under the caption “The Exchange

A-1

Offer — Procedures for Tendering.” DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s DTC account. DTC will then send a computer generated message known as an “agent’s message” to the exchange agent for its acceptance. For you to validly tender your Outstanding Notes in the Exchange Offer, the Exchange Agent must receive, prior to the Expiration Date, an agent’s message under the ATOP procedures that confirms that:

•  DTC has received your instructions to tender your Outstanding Notes; and

•  You agree to be bound by the terms of this Letter of Transmittal.

      By using the ATOP procedures to tender outstanding notes, you will not be required to deliver this Letter of Transmittal to the Exchange Agent. However, you will be bound by its terms, and you will be deemed to have made the acknowledgments and the representations and warranties it contains, just as if you had signed it.

A-2

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

      1. By tendering Outstanding Notes in the Exchange Offer, you acknowledge receipt of the Prospectus and this Letter of Transmittal.

      2. By tendering Outstanding Notes in the Exchange Offer, you represent and warrant that you have full authority to tender the Outstanding Notes described above and will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the tender of Outstanding Notes.

      3. You understand that the tender of the Outstanding Notes pursuant to all of the procedures set forth in the Prospectus will constitute an agreement between and the Company as to the terms and conditions set forth in the Prospectus.

      4. By tendering Outstanding Notes in the Exchange Offer, you acknowledge that the Exchange Offer is being made in reliance upon interpretations contained in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the “SEC”), including Exxon Capital Holdings Corp., SEC No-Action Letter (available April 13, 1989), Morgan Stanley & Co., Inc., SEC No-Action Letter (available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993), that the New Notes issued in exchange for the Outstanding Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased Outstanding Notes exchanged for such New Notes directly from the Company to resell pursuant to Rule 144A or any other available exemption under the Securities Act of 1933, as amended (the “Securities Act”) and any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holders’ business and such holders are not participating in, and have no arrangement with any person to participate in, the distribution of such New Notes.

      5. By tendering Outstanding Notes in the Exchange Offer, you represent and warrant that:

      a. the New Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of your business, whether or not you are the holder;

      b. neither you nor any such other person is engaging in or intends to engage in a distribution of such New Notes;

      c. neither you nor any such other person has an arrangement or understanding with any person to participate in the distribution of such New Notes; and

      d. neither the holder nor any such other person is an “affiliate,” as such term is defined under Rule 405 promulgated under the Securities Act, of the Company.

      6. You may, if you are unable to make all of the representations and warranties contained in Item 5 above and as otherwise permitted in the Registration Rights Agreement (as defined below), elect to have your Outstanding Notes registered in the shelf registration statement described in the Registration Rights Agreement, dated as of August 12, 2005 (the “Registration Rights Agreement”), by and among the Company, the Subsidiary Guarantors (as defined therein) and the Initial Purchaser (as defined therein). Such election may be made only by notifying the Company in writing at 3110 Hayes Road, Suite 300, Houston, Texas 77082, Attention: Chief Financial Officer. By making such election, you agree, as a holder of Outstanding Notes participating in a shelf registration, to indemnify and hold harmless the Company, each of the directors of the Company, each of the officers of the Company who signs such shelf registration statement, each person who controls the Company within the meaning of either the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and each other holder of Outstanding Notes, from and against any and all losses, claims, damages or liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any shelf registration statement or prospectus, or in

A-3

any supplement thereto or amendment thereof, or caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; but only with respect to information relating to the undersigned furnished in writing by or on behalf of the undersigned expressly for use in a shelf registration statement, a prospectus or any amendments or supplements thereto. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provision of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by the Registration Rights Agreement.

      7. If you are a broker-dealer that will receive New Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, you acknowledge, by tendering Outstanding Notes in the Exchange Offer, that you will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act. If you are a broker-dealer and Outstanding Notes held for your own account were not acquired as a result of market-making or other trading activities, such Outstanding Notes cannot be exchanged pursuant to the Exchange Offer.

      8. Any of your obligations hereunder shall be binding upon your successors, assigns, executors, administrators, trustees in bankruptcy and legal and personal representatives of the undersigned.

A-4

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

      1. Book-Entry Confirmations.

      Any confirmation of a book-entry transfer to the Exchange Agent’s account at DTC of Outstanding Notes tendered by book-entry transfer (a “Book-Entry Confirmation”), as well as an agent’s message, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to 5:00 P.M., New York City time, on the Expiration Date.

      2. Partial Tenders.

      Tenders of Outstanding Notes will be accepted only in integral multiples of $1,000. The entire principal amount of Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise communicated to the Exchange Agent. If the entire principal amount of all Outstanding Notes is not tendered, then Outstanding Notes for the principal amount of Outstanding Notes not tendered and Notes issued in exchange for any Outstanding Notes accepted will be delivered to the holder via the facilities of DTC promptly after the Outstanding Notes are accepted for exchange.

      3. Validity of Tenders.

      All questions as to the validity, form, eligibility (including time of receipt), acceptance, and withdrawal of tendered Outstanding Notes will be determined by the Company, in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any or all tenders not in proper form or the acceptance for exchange of which may, in the opinion of counsel for the Company, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Exchange Offer or any defect or irregularity in the tender of any Outstanding Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions on this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Company shall determine. Although the Company intends to notify holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Company, the Exchange Agent, nor any other person shall be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders via the facilities of DTC, as soon as practicable following the Expiration Date.

      4. Waiver of Conditions.

      The Company reserves the absolute right to waive, in whole or part, any of the conditions to the Exchange Offer set forth in the Prospectus or in this Letter of Transmittal.

      5. No Conditional Tender.

      No alternative, conditional, irregular or contingent tender of Outstanding Notes will be accepted.

      6. Request for Assistance or Additional Copies.

      Requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover page of this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

      7. Withdrawal.

      Tenders may be withdrawn only pursuant to the limited withdrawal rights set forth in the Prospectus under the caption “Exchange Offer — Withdrawal of Tenders.”

      8. No Guarantee of Late Delivery.

      There is no procedure for guarantee of late delivery in the Exchange Offer.

IMPORTANT: By using the ATOP procedures to tender outstanding notes, you will not be required to deliver this Letter of Transmittal to the Exchange Agent. However, you will be bound by its terms, and you will be deemed to have made the acknowledgments and the representations and warranties it contains, just as if you had signed it.

A-5

[Back Cover]

      Until                     , 2006, all dealers that effect transactions in the new notes, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.      Indemnification Of Officers And Directors

      Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) authorizes a corporation, under certain circumstances, to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that the person is or was an officer or director of such corporation, or is or was serving at the request of that corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. With respect to any criminal action or proceeding, such indemnification is available if he had no reasonable cause to believe his conduct was unlawful.

      Article Eleventh of the registrant’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), together with Article VI of the registrant’s Restated Bylaws, as amended (the “Bylaws”), provide for indemnification of each person who is or was made a party to any actual or threatened civil, criminal, administrative or investigative action, suit or proceeding because such person is, was or has agreed to become an officer or director of the registrant or is a person who is or was serving or has agreed to serve at the request of the registrant as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation or of a partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise to the fullest extent permitted by the DGCL as it existed at the time the indemnification provisions of the Certificate of Incorporation and Bylaws were adopted or as may be thereafter amended. Article Eleventh of the Certificate of Incorporation and Article VI of the Bylaws expressly provide that it is not the exclusive method of indemnification.

      Section 145 of the DGCL also empowers a corporation to purchase and maintain insurance on behalf of any person who is or was an officer or director of such corporation against liability asserted against or incurred by him in any such capacity, whether or not such corporation would have the power to indemnify such officer or director against such liability under the provisions of Section 145.

      Article Eleventh of the Certificate of Incorporation and Article VI of the Bylaws also provide that the registrant may maintain insurance, at the registrant’s expense, to protect the registrant and any director, officer, employee or agent of the registrant or of another entity against any expense, liability, or loss, regardless of whether the registrant would have the power to indemnify such person against such expense, liability or loss under the DGCL.

      Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) or (d) for any transaction from which the director derived improper personal benefit. Article Twelfth of the Certificate of Incorporation contains such a provision.

II-1

Item 21. Exhibits And Financial Statement Schedules

      (a) Exhibits. The following exhibits are filed herewith pursuant to the requirements of Item 601 of Regulation S-K:

Exhibit No.			Description
	*2	.1	Share Sale and Purchase Agreement between Bank Machine (Holdings) Limited and Cardtronics Limited, dated effective as of May 17, 2005.
	*2	.2	Purchase and Sale Agreement Between E*TRADE Access, Inc., E*TRADE Bank, Cardtronics, LP and Cardtronics, Inc., dated effective as of June 2, 2004.
	3	.1	First Amended and Restated Certificate of Incorporation of Cardtronics, Inc., dated as of March 10, 2005.
	3	.2	Certificate of Amendment of the First Amended and Restated Certificate of Incorporation of Cardtronics, Inc. dated as of May 12, 2005.
	3	.3	Certificate of Amendment of the First Amended and Restated Certificate of Incorporation of Cardtronics, Inc. dated as of August 9, 2005.
	3	.4	First Amended and Restated Bylaws of Cardtronics, Inc.
	4	.1	Indenture dated as of August 12, 2005 by and among Cardtronics, Inc., the Subsidiary Guarantors party thereto and Wells Fargo Bank, NA as Trustee
	4	.2	Form of Senior Subordinated Note (incorporated by reference to Exhibit A to Exhibit 4.1).
	4	.3	Registration Rights Agreement dated as of August 12, 2005 by and among Cardtronics, Inc., the Subsidiary Guarantors party thereto and the Initial Purchasers party thereto.
	5	.1	Opinion of Vinson & Elkins L.L.P.
	*10	.1	ATM Cash Services Agreement between Bank of America and Cardtronics, LP, dated effective as of August 2, 2004.
	10	.2	Third Amended and Restated First Lien Credit Agreement, dated as of May 17, 2005, by and among Cardtronics, Inc., the Subsidiary Guarantors party thereto, Bank of America, N.A., BNP Paribas, and the other Lenders parties thereto.
	10	.3	Amendment No. 1 to Credit Agreement, dated as of July 6, 2005.
	10	.4	Amendment No. 2 to Credit Agreement, dated as of August 5, 2005.
	10	.5	Amendment No. 3 to Credit Agreement, dated as of November 17, 2005.
	10	.6	Employment Agreement between Cardtronics, LP and Jack M. Antonini, dated effective as of January 30, 2003 (incorporated by reference to Exhibit 10.10 of the Registration Statement on Form S-1 filed by Cardtronics, Inc. on March 10, 2004).
	10	.7	First Amendment to Employment Agreement between Cardtronics, LP and Jack M. Antonini, dated effective as of February 4, 2004 (incorporated by reference to Exhibit 10.11 of the Registration Statement on Form S-1 filed by Cardtronics, Inc. on March 10, 2004).
	10	.8	Second Amendment to Employment Agreement between Cardtronics, LP and Jack M. Antonini, dated effective as of January 1, 2005.
	10	.9	Restricted Stock Agreement, dated as of February 4, 2004 between Cardtronics, Inc. and Jack M. Antonini.
	10	.10	First Amendment to Restricted Stock Agreement, dated as of March 1, 2004, between Cardtronics, Inc. and Jack M. Antonini.
	10	.11	Second Amendment to Restricted Stock Agreement, dated as of February 10, 2005, between Cardtronics, Inc. and Jack M. Antonini.
	10	.12	Employment Agreement between Cardtronics, LP and Michael H. Clinard, dated effective as of June 4, 2001 (incorporated by reference to Exhibit 10.12 of the Registration Statement on Form S-1 filed by Cardtronics, Inc. on March 10, 2004).
	10	.13	First Amendment to Employment Agreement between Cardtronics, LP and Michael H. Clinard, dated effective as of January 1, 2005.

II-2

Exhibit No.			Description
	10	.14	Employment Agreement between Cardtronics, LP and Thomas E. Upton, dated effective as of June 1, 2001 (incorporated by reference to Exhibit 10.13 of the Registration Statement on Form S-1 filed by Cardtronics, Inc. on March 10, 2004).
	10	.15	First Amendment to Employment Agreement between Cardtronics, LP and Thomas E. Upton, dated effective as of January 1, 2005.
	10	.16	Employment Agreement between Cardtronics, LP and J. Chris Brewster, dated effective as of March 31, 2004 (incorporated by reference to Exhibit 10.14 of the Registration Statement on Form S-1/A filed by Cardtronics, Inc. on May 14, 2004).
	10	.17	First Amendment to Employment Agreement between Cardtronics, LP and J. Chris Brewster, dated effective as of January 1, 2005.
	10	.18	Employment Agreement between Cardtronics, LP, Cardtronics, Inc. and Drew Soinski, dated effective as of July 12, 2005.
	10	.19	Amended and Restated Service Agreement between Bank Machine Limited and Ron Delnevo, dated effective as of May 17, 2005.
	10	.20	Bonus Agreement between Bank Machine Limited and Ron Delnevo, dated effective as of May 17, 2005.
	10	.21	2001 Stock Incentive Plan of Cardtronics Group, Inc., dated effective as of June 4, 2001.
	10	.22	Amendment No. 1 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc., dated effective as of January 30, 2004.
	10	.23	Amendment No. 2 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc., dated effective as of June 23, 2004.
	10	.24	Form of Director Indemnification Agreement entered into by and between Cardtronics, Inc. and each of its directors, dated as of February 10, 2005.
	12	.1	Computation of Ratio of Earnings to Fixed Charges.
	21	.1	List of Subsidiaries.
	23	.1	Consent of KPMG LLP.
	23	.2	Consent of Deloitte and Touche, LLP.
	23	.3	Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).
	24	.1	Power of Attorney (included on the signature page to this Registration Statement).
	25	.1	Statement of Eligibility on Form T-1.

*  To be filed by amendment.

      (b) Financial Statement Schedules. All schedules are omitted because the required information is inapplicable or the information is presented in the Consolidated Financial Statements and the related notes.

Item 22. Undertakings

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any Registrant, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by any Registrant of expenses incurred or paid by a director, officer or controlling person of such Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3

      Each registrant hereby undertakes

      (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

      (b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

      (c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; and

      (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (5) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

      (6) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this Registration Statement when it became effective.

II-4

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 19th day of January, 2006.

CARDTRONICS, INC.

By:  /s/ Jack Antonini

Jack Antonini

President and Chief Executive Officer

CARDTRONICS GP, INC.

By:  /s/ Jack Antonini

Jack Antonini

President and Chief Executive Officer

CARDTRONICS, LP

By:  /s/ Jack Antonini

Jack Antonini

President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on the 19th day of January, 2006.

CARDTRONICS LP, INC.

By:  /s/ Peter J. Winnington

Peter J. Winnington

President

II-5

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jack Antonini and Fred R. Lummis, or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 19th day of January, 2006.

Signature	Capacity (of Cardtronics, Inc.)
/s/ Jack Antonini Jack Antonini	Chief Executive Officer, President and Director (Principal Executive Officer)
/s/ J. Chris Brewster J. Chris Brewster	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
/s/ Fred R. Lummis Fred R. Lummis	Director and Chairman of the Board of Directors
/s/ Robert P. Barone Robert P. Barone	Director
/s/ Frederick W. Brazelton Frederick W. Brazelton	Director
/s/ Ralph H. Clinard Ralph H. Clinard	Director
/s/ Ron Coben Ron Coben	Director
/s/ Jorge M. Diaz Jorge M. Diaz	Director
/s/ Roger B. Kafker Roger B. Kafker	Director
/s/ Michael A. R. Wilson Michael A. R. Wilson	Director
/s/ Ronald Delnevo Ronald Delnevo	Director and Chief Executive of Bank Machine Limited

II-6

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jack Antonini and Fred R. Lummis, or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 19th day of January, 2006.

Signature	Capacity (of Cardtronics GP, Inc.)
/s/ Jack Antonini Jack Antonini	Chief Executive Officer, President and Director (Principal Executive Officer)
/s/ J. Chris Brewster J. Chris Brewster	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
/s/ Fred R. Lummis Fred R. Lummis	Director
/s/ Frederick W. Brazelton Frederick W. Brazelton	Director

II-7

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jack Antonini and Fred R. Lummis, or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 19th day of January, 2006.

Signature	Capacity (of Cardtronics LP, Inc.)
/s/ Peter J. Winnington Peter J. Winnington	President and Director (Principal Executive, Financial and Accounting Officer)
/s/ Lester E. Hendrix Lester E. Hendrix	Director
/s/ Fred R. Lummis Fred R. Lummis	Director

II-8

Index to Exhibits

Exhibit No.			Description
	*2	.1	Share Sale and Purchase Agreement between Bank Machine (Holdings) Limited and Cardtronics Limited, dated effective as of May 17, 2005.
	*2	.2	Purchase and Sale Agreement Between E*TRADE Access, Inc., E*TRADE Bank, Cardtronics, LP and Cardtronics, Inc., dated effective as of June 2, 2004.
	3	.1	First Amended and Restated Certificate of Incorporation of Cardtronics, Inc., dated as of March 10, 2005.
	3	.2	Certificate of Amendment of the First Amended and Restated Certificate of Incorporation of Cardtronics, Inc. dated as of May 12, 2005.
	3	.3	Certificate of Amendment of the First Amended and Restated Certificate of Incorporation of Cardtronics, Inc. dated as of August 9, 2005.
	3	.4	First Amended and Restated Bylaws of Cardtronics, Inc.
	4	.1	Indenture dated as of August 12, 2005 by and among Cardtronics, Inc., the Subsidiary Guarantors party thereto and Wells Fargo Bank, NA as Trustee
	4	.2	Form of Senior Subordinated Note (incorporated by reference to Exhibit A to Exhibit 4.1).
	4	.3	Registration Rights Agreement dated as of August 12, 2005 by and among Cardtronics, Inc., the Subsidiary Guarantors party thereto and the Initial Purchasers party thereto.
	5	.1	Opinion of Vinson & Elkins L.L.P.
	*10	.1	ATM Cash Services Agreement between Bank of America and Cardtronics, LP, dated effective as of August 2, 2004.
	10	.2	Third Amended and Restated First Lien Credit Agreement, dated as of May 17, 2005, by and among Cardtronics, Inc., the Subsidiary Guarantors party thereto, Bank of America, N.A., BNP Paribas, and the other Lenders parties thereto.
	10	.3	Amendment No. 1 to Credit Agreement, dated as of July 6, 2005.
	10	.4	Amendment No. 2 to Credit Agreement, dated as of August 5, 2005.
	10	.5	Amendment No. 3 to Credit Agreement, dated as of November 17, 2005.
	10	.6	Employment Agreement between Cardtronics, LP and Jack M. Antonini, dated effective as of January 30, 2003 (incorporated by reference to Exhibit 10.10 of the Registration Statement on Form S-1 filed by Cardtronics, Inc. on March 10, 2004).
	10	.7	First Amendment to Employment Agreement between Cardtronics, LP and Jack M. Antonini, dated effective as of February 4, 2004 (incorporated by reference to Exhibit 10.11 of the Registration Statement on Form S-1 filed by Cardtronics, Inc. on March 10, 2004).
	10	.8	Second Amendment to Employment Agreement between Cardtronics, LP and Jack M. Antonini, dated effective as of January 1, 2005.
	10	.9	Restricted Stock Agreement, dated as of February 4, 2004 between Cardtronics, Inc. and Jack M. Antonini.
	10	.10	First Amendment to Restricted Stock Agreement, dated as of March 1, 2004, between Cardtronics, Inc. and Jack M. Antonini.
	10	.11	Second Amendment to Restricted Stock Agreement, dated as of February 10, 2005, between Cardtronics, Inc. and Jack M. Antonini.
	10	.12	Employment Agreement between Cardtronics, LP and Michael H. Clinard, dated effective as of June 4, 2001 (incorporated by reference to Exhibit 10.12 of the Registration Statement on Form S-1 filed by Cardtronics, Inc. on March 10, 2004).
	10	.13	First Amendment to Employment Agreement between Cardtronics, LP and Michael H. Clinard, dated effective as of January 1, 2005.
	10	.14	Employment Agreement between Cardtronics, LP and Thomas E. Upton, dated effective as of June 1, 2001 (incorporated by reference to Exhibit 10.13 of the Registration Statement on Form S-1 filed by Cardtronics, Inc. on March 10, 2004).
	10	.15	First Amendment to Employment Agreement between Cardtronics, LP and Thomas E. Upton, dated effective as of January 1, 2005.

Exhibit No.			Description
	10	.16	Employment Agreement between Cardtronics, LP and J. Chris Brewster, dated effective as of March 31, 2004 (incorporated by reference to Exhibit 10.14 of the Registration Statement on Form S-1/A filed by Cardtronics, Inc. on May 14, 2004).
	10	.17	First Amendment to Employment Agreement between Cardtronics, LP and J. Chris Brewster, dated effective as of January 1, 2005.
	10	.18	Employment Agreement between Cardtronics, LP, Cardtronics, Inc. and Drew Soinski, dated effective as of July 12, 2005.
	10	.19	Amended and Restated Service Agreement between Bank Machine Limited and Ron Delnevo, dated effective as of May 17, 2005.
	10	.20	Bonus Agreement between Bank Machine Limited and Ron Delnevo, dated effective as of May 17, 2005.
	10	.21	2001 Stock Incentive Plan of Cardtronics Group, Inc., dated effective as of June 4, 2001.
	10	.22	Amendment No. 1 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc., dated effective as of January 30, 2004.
	10	.23	Amendment No. 2 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc., dated effective as of June 23, 2004.
	10	.24	Form of Director Indemnification Agreement entered into by and between Cardtronics, Inc. and each of its directors, dated as of February 10, 2005.
	12	.1	Computation of Ratio of Earnings to Fixed Charges.
	21	.1	List of Subsidiaries.
	23	.1	Consent of KPMG LLP.
	23	.2	Consent of Deloitte and Touche, LLP.
	23	.3	Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).
	24	.1	Power of Attorney (included on the signature page to this Registration Statement).
	25	.1	Statement of Eligibility on Form T-1.

*  To be filed by amendment.

EX-3.1

Exhibit 3.1

FIRST AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CARDTRONICS, INC.
(A Delaware corporation)

(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)

     Cardtronics, Inc. (the “Corporation ”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law (“DGCL”), DOES HEREBY CERTIFY as follows:

     1. The name of the Corporation is Cardtronics, Inc. The original Certificate of Incorporation of the Corporation was filed by the Delaware Secretary of State on June 4, 2001 under the name Cardtronics Group, Inc. The Certificate of Amendment to the Certificate of Incorporation, effecting a change in the name of the Corporation from Cardtronics Group, Inc. to Cardtronics, Inc., was filed with the Delaware Secretary of State on January 16, 2004.

     2. The First Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) in the form attached hereto as Exhibit A has been duly adopted and declared advisable by the board of directors of the Corporation (the “Board of Directors”), duly adopted by the stockholders of the Corporation and duly executed and acknowledged by the officers of the Corporation in accordance with Sections 242 and 245 of the DGCL.

     3. The Certificate of Incorporation so adopted reads in full as set forth in Exhibit A and is hereby incorporated herein by reference.

     IN WITNESS WHEREOF, Cardtronics, Inc. has caused this certificate to be signed by Jack Antonini, its Chief Executive Officer, this 10th day of March, 2005.

CARDTRONICS, INC.
By:	/s/ Jack Antonini
	Name:	Jack Antonini
	Title:	Chief Executive Officer

Cardtronics Group, Inc.
Amended and Restated Certificate of Incorporation

Exhibit A

FIRST AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CARDTRONICS, INC.
(A Delaware corporation)

Article I.

     The name of the Corporation is Cardtronics, Inc.

Article II.

     The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of Newcastle, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

Article III.

     The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

Article IV.

     The total number of shares of stock which the Corporation shall have authority to issue is 6,500,000 consisting of 1,500,000 shares of preferred stock (“Preferred Stock”) and 5,000,000 shares of common stock (“Common Stock”), with each such share having a par value of $0.0001.

     The voting powers, designations, preferences and relative, participating, optional or other special rights of each class of capital stock of the Corporation, and the qualifications, limitations or restrictions thereof, and the authority with respect thereto expressly granted to the Board of Directors of the Corporation to fix any such provisions not fixed by this Certificate of Incorporation, shall be as provided in this Article IV.

     A. Common Stock.

     1. Identical Rights. All shares of Common Stock shall have identical rights and preferences.

     2. Subject to Preferred Stock. The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof.

Cardtronics Group, Inc.
Amended and Restated Certificate of Incorporation

A-1

     3. Liquidation. Subject to the terms of any series of outstanding Preferred Stock, upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after the payment in full of all amounts to which holders of Preferred Stock shall be entitled, the remaining assets of the Corporation to be distributed to the holders of the capital stock of the Corporation shall be distributed ratably among the holders of the shares of Common Stock.

     4. Voting. Except as otherwise expressly provided herein or required by law, each holder of outstanding shares of Common Stock shall be entitled to one (1) vote in respect of each share of Common Stock held thereby of record on the books of the Corporation for the election of directors and on all matters submitted to a vote of stockholders of the Corporation. Notwithstanding the provisions of Section 242(b)(2) of the Delaware General Corporation Law, the number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of a majority of the outstanding shares of Common Stock and Series B Preferred Stock voting together as a single class on an as converted basis.

     B. Preferred Stock.

     The Preferred Stock may be issued in one or more series. Subject to the terms of any series of outstanding Preferred Stock, the Board of Directors is hereby authorized to issue the shares of Preferred Stock in such series and to fix from time to time before issuance the number of shares to be included in any series and the designation, relative powers, preferences and rights and qualifications, limitations or restrictions of all shares of such series. The authority of the Board of Directors with respect to each series shall include, without limiting the generality of the foregoing and subject to the terms of any series of outstanding Preferred Stock, the determination of any or all of the following:

     1. the number of shares of any series and the designation to distinguish the shares of such series from the shares of all other series;

     2. the voting powers, if any, and whether such voting powers are full or limited, in such series;

     3. the redemption provisions, if any, applicable to such series, including the redemption price or prices to be paid;

     4. whether dividends, if any, shall be cumulative or noncumulative, the dividend rate of such series, and the dates and preferences of dividends on such series;

     5. the rights of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation;

     6. the provisions, if any, pursuant to which the shares of such series are convertible into, or exchangeable for, shares of any other class or classes of any other series of the same or

Cardtronics Group, Inc.
Amended and Restated Certificate of Incorporation

A-2

any other class or classes of stock, or any other security, of the Corporation or any other corporation, and price or prices or the rates of exchange applicable thereto;

     7. the right, if any, to subscribe for or to purchase any securities of the Corporation or any other corporation;

     8. the provisions, if any, of a sinking fund applicable to such series; and

     9. any other relative, participating, optional or other special powers, preferences, rights, qualifications, limitations or restrictions thereof;

     all as shall be determined from time to time by the Board of Directors and shall be stated in a resolution or resolutions providing for the issuance of such Preferred Stock (a “Preferred Stock Designation”). Except as required by law, holders of Preferred Stock shall not be entitled to receive notice of any meeting of stockholders at which they are not entitled to vote.

     C. Series B Convertible Preferred Stock. A series of Preferred Stock is hereby designated the “Series B Convertible Preferred Stock.” The voting powers designations, preferences and relative, participating, optional and other special rights of the Series B Convertible Preferred Stock, and the qualifications, limitations and restrictions thereof are as follows:

     1. Number and Designation. A total of Eight Hundred Ninety Four Thousand Five Hundred and Sixty Eight (894,568) shares of the Corporation’s Preferred Stock shall be designated as a series known as Series B Convertible Preferred Stock (the “Series B Preferred Stock”), having par value $0.0001 per share.

     2. Voting.

     (a) Election of Directors. The holders of outstanding shares of Series B Preferred Stock shall, voting together as a separate class, be entitled to elect two (2) Directors of the Corporation (each such Director, a “Series B Director”). Except as provided in Section 2(a)(iv) below, each Series B Director shall be elected by a plurality vote, with the elected candidates being the candidates receiving the greatest number of affirmative votes (with each holder of Series B Preferred Stock entitled to cast one vote for or against each candidate with respect to each share of Series B Preferred Stock held by such holder) of the outstanding shares of Series B Preferred Stock, with votes cast against such candidates and votes withheld having no legal effect. The election of each Series B Director shall occur (i) at the annual meeting of holders of capital stock, (ii) at any special meeting of holders of capital stock if such meeting is called for the purpose of electing directors, (iii) at any special meeting of holders of Series B Preferred Stock called by the Majority Holders or (iv) by the written consent of the Majority Holders. If at any time when any share of Series B Preferred Stock is outstanding any Series B Director should cease to be a Director for any reason, the vacancy shall only be filled by the vote or written consent of the holders of the outstanding shares of Series B Preferred Stock, voting together as a separate class, in the manner and on the basis specified above

Cardtronics Group, Inc.
Amended and Restated Certificate of Incorporation

A-3

or as otherwise provided by law. The holders of outstanding shares of Series B Preferred Stock shall also be entitled to vote in the election of all other Directors of the Corporation together with holders of all other shares of the Corporation’s outstanding capital stock entitled to vote thereon, voting together as a single class, with each outstanding share of Series B Preferred Stock entitled to the number of votes specified in Section 2(b) hereof. The holders of outstanding shares of Series B Preferred Stock may, in their sole discretion, determine not to elect one or more Series B Directors as provided herein from time to time, and during any such period the Board of Directors shall be deemed not to be unduly constituted solely as a result of such vacancy.

     (b) Voting Generally. Each outstanding share of Series B Preferred Stock shall be entitled to a number of votes equal to the number of shares of Common Stock into which such share of Series B Preferred Stock is then convertible pursuant to Section 6 hereof as of the record date for the vote or written consent of stockholders, if applicable. Each holder of outstanding shares of Series B Preferred Stock shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation and shall vote with holders of the Common Stock, voting together as a single class, upon all matters submitted to a vote of the holders of Common Stock, including, without limitation, any vote for the election of Directors of the Corporation. The holders of Series B Preferred Stock shall not be entitled to vote as a separate class on any matter except as provided in this Section 2(a), in Section 8 hereof or in connection with the election of additional Directors as provided in Section 5(e) hereof.

     3. Dividends. The Series B Preferred Stock is not entitled to receive any dividends, except that the Corporation shall declare and pay dividends with respect to each share of issued and outstanding Series B Preferred Stock if, as and when the Board of Directors declares and pays dividends in respect of the Common Stock. The amount of dividend payable in respect of each outstanding share of Series B Preferred Stock shall be the amount that would have been paid in respect of the number of shares of Common Stock issuable upon conversion of such share of Series B Preferred Stock, as if such share of Series B Preferred Stock had been converted into Common Stock on the record date established for such dividend payment. The Corporation shall not make any dividend payment in respect of the Common Stock unless the dividend payment required by this Section 3 is made on a pari passu basis. Such dividends shall not be cumulative.

     4. Liquidation Events; Extraordinary Transactions.

     (a) Liquidation Events. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (each, a “Liquidation Event”):

     (i) Each holder of outstanding shares of Series B Preferred Stock shall be entitled to be paid in cash or Marketable Securities, after payment of any amount due in respect of any Senior Securities, if any, and before any amount shall be paid or distributed to the holders of Junior Securities, an amount per share of Series B Preferred Stock (the “Series B Preference Amount”) equal

Cardtronics Group, Inc.
Amended and Restated Certificate of Incorporation

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to (A) the Unpaid Issue Price plus (B) all declared but unpaid dividends on such share of Series B Preferred Stock. If the amounts legally available for distribution by the Corporation to holders of Series B Preferred Stock upon a Liquidation Event are not sufficient to pay the aggregate Series B Preference Amount due to such holders and the holders of Parity Securities, the holders of Series B Preferred Stock and the holders of any Parity Securities shall share ratably in any distribution in connection with such Liquidation Event in proportion to the full respective preferential amounts to which they would have received had the Corporation had legally available funds to distribute the full preferential amounts to the holders of Series B Preferred Stock and Parity Securities.

     (ii) Notwithstanding Section 4(a)(i), if, upon such Liquidation Event, the holders of outstanding shares of Series B Preferred Stock would receive more than the aggregate amount to be received under Section 4(a)(i) above in the event all of their shares of Series B Preferred Stock were converted into shares of Common Stock pursuant to the provisions of Section 6(a) hereof immediately prior to such Liquidation Event and such shares of Common Stock are entitled to receive a liquidating distribution or distributions from the Corporation, then each holder of outstanding shares of Series B Preferred Stock in connection with such Liquidation Event shall be entitled to be paid in cash or Marketable Securities, in lieu of the payments described in Section 4(a)(i), an amount per share of Series B Preferred Stock equal to such amount as would have been payable in respect of the shares of Common Stock (including any fraction thereof) issuable upon conversion of such share of Series B Preferred Stock had such share of Series B Preferred Stock been converted to Common Stock immediately prior to such Liquidation Event pursuant to the provisions of Section 6(a) hereof. Notwithstanding anything to the contrary in this Article IV, payments under this Section 4(b)(ii) shall be pari passu with payments with respect to the Common Stock upon a Liquidation Event.

     (iii) After the prior payment in full of the Series B Preference Amount in connection with a Liquidation Event, the remaining assets and funds of the Corporation available for distribution to its stockholders, if any, shall be distributed among the holders of shares of Junior Securities then outstanding.

     (b) Extraordinary Transactions. The Majority Holders may elect to have treated as a Liquidation Event: (i) any merger or consolidation of the Corporation into or with another corporation in which the holders of Capital Stock of the Corporation immediately prior to such merger or consolidation (treating the Series B Preferred Stock on an as converted basis) fail to hold at least a majority of the voting power of the Capital Stock of the surviving corporation (a “Merger Event”); (ii) any sale, license or transfer of all or substantially all of the assets of the Corporation and its Subsidiaries, on a consolidated basis, to any Person, the majority of voting power in respect of its Capital Stock of which is held by Persons other than the holders of Capital Stock of the Corporation (an “Asset Sale”); or (iii) any Person or “group” (within the meaning of

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Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than any investment funds Affiliated with The CapStreet Group, LLC (collectively, “CapStreet”) or any investment funds Affiliated with TA Associates, Inc. (the “TA Funds”), holds beneficial ownership of a majority of the voting power of the Capital Stock of the Corporation or of any Material Subsidiary (whether or not by acquisition of newly-issued shares of Capital Stock from the Corporation or any Material Subsidiary) (a “Stock Sale”) (each transaction described in clauses (i) through (iii), an “Extraordinary Transaction”). Any election by the Majority Holders pursuant to this Section 4(b) shall be made by written notice to the Corporation and the other holders of Series B Preferred Stock at least five (5) days prior to the closing of the relevant transaction. Upon the election of the Majority Holders hereunder, all holders of Series B Preferred Stock shall be deemed to have made such election and such election shall bind all holders of the Series B Preferred Stock. In the case of an election pursuant to this Section 4(b) other than in connection with an Extraordinary Transaction that constitutes a Qualified Liquidity Event:

     (i) All of the consideration payable to the holders of Capital Stock in a an Extraordinary Transaction shall be aggregated by the Corporation, as disbursing agent. The Corporation, acting solely as the disbursing agent of the holders of Capital Stock, shall then distribute the aggregate consideration to the stockholders of the Corporation in the same manner such consideration would have been distributed had such distribution been made upon the occurrence of a Liquidation Event in accordance with the priorities and liquidation distribution amounts set forth herein and in this Certificate of Incorporation (but disregarding the requirement in Section 4(a) that the distributions in respect of the Series B Preferred Stock be made solely in cash and Marketable Securities).

     (ii) Notwithstanding Section 4(b)(i), if an Extraordinary Transaction involves the issuance of any Capital Stock or other equity consideration in a transaction not involving a public offering and any holder of Capital Stock otherwise entitled to receive consideration in such transaction is not an “accredited investor” (as such term is defined under Rule 501 of Regulation D of the Securities Act), then the Corporation may require each holder of Capital Stock that is not such an “accredited investor” (A) to receive solely cash in such transaction, (B) to otherwise be cashed out (by redemption or otherwise) by the Corporation or any other holder of Capital Stock prior to the consummation of such Extraordinary Transaction and/or (C) to appoint a purchaser representative (as contemplated by Rule 506 of Regulation D of the Securities Act) selected by the Corporation, with the intent being that such holder of Capital Stock that is not an “accredited investor” receive substantially the same value that such holder would have otherwise received had such holder been an “accredited investor.”

     (iii) The Corporation shall take, and shall cause its Subsidiaries to take, such actions as are necessary to give effect to the provisions of this Section 4(b). The Corporation shall promptly provide to the holders of shares of

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Series B Preferred Stock such information concerning the terms of such Extraordinary Transaction as is reasonably requested by such holders.

     (c) Valuation of Securities or Other Non-Cash Consideration. For purposes of valuing any securities or other non-cash consideration to be delivered to the holders of the Series B Preferred Stock in connection with any transaction to which Section 4(b) is applicable or any Liquidation Event, the following shall apply:

     (i) If any such securities are traded on a nationally recognized securities exchange or inter dealer quotation system, the value shall be deemed to be the average of the closing prices of such securities on such exchange or system over the thirty (30) day period ending three (3) business days prior to the closing;

     (ii) If any such securities are traded over the counter, the value shall be deemed to be the average of the closing bid prices of such securities over the thirty (30) day period ending three (3) business days prior to the closing; and

     (iii) If there is no active public market for such securities or other noncash consideration, the value shall be the fair market value thereof, as mutually determined in good faith by the Corporation and the Majority Holders; provided, however, that if the Corporation and the Majority Holders are unable to reach agreement within 30 days, the value shall be determined by the dispute resolution procedures set forth in Section 13.

     5. Redemption.

     (a) Optional Redemption; Redemption Date. At any time on or after February 10, 2012, the Majority Holders may elect to have all (but not less than all) of the outstanding shares of Series B Preferred Stock redeemed by the Corporation. In such event, subject to the remaining provisions of this Section 5, the Corporation shall redeem all (but not less than all) of the outstanding shares of Series B Preferred Stock, out of funds legally available therefor. Any election by the Majority Holders pursuant to this Section 5(a) shall be made by written notice to the Corporation and the other holders of Series B Preferred Stock at least ninety (90) days prior to the elected redemption date (the “Series B Redemption Date”). Upon such election, all holders of Series B Preferred Stock shall be deemed to have elected to have their shares of Series B Preferred Stock redeemed pursuant to this Section 5(a) and such election shall bind all holders of Series B Preferred Stock. Notwithstanding anything to the contrary contained herein, each holder of shares of Series B Preferred Stock shall have the right to convert their Series B Preferred Stock into Common Stock pursuant to Section 6 at any time prior to the actual redemption of the Series B Preferred Stock by the Corporation.

     (b) Redemption Price. The price for each share of Series B Preferred Stock redeemed pursuant to this Section 5 shall be the Series B Preference Amount (the “Series B Redemption Price”). Subject to the other provisions of this Section 5, the

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Series B Redemption Price shall be payable in cash in immediately available funds to the respective holders of the Series B Preferred Stock on the Series B Redemption Date.

     (c) Insufficient Funds. If the funds of the Corporation legally available to redeem shares of Series B Preferred Stock on the Series B Redemption Date are insufficient to redeem the total number of such shares required to be redeemed on such date, the Corporation shall (i) take any action necessary or appropriate, to the extent reasonably within its control, to remove promptly any impediments to its ability to redeem the total number of shares of Series B Preferred Stock required to be so redeemed, including, without limitation, (A) to the extent permissible under applicable law, reducing the stated capital of the Corporation or causing a revaluation of the assets of the Corporation under Section 154 of the Delaware General Corporation Law to create sufficient surplus to make such redemption and (B) incurring any indebtedness necessary to make such redemption, and (ii) in any event, use any funds that are legally available to redeem the maximum possible number of such shares from the holders of such shares to be redeemed in proportion to the respective number of such shares that otherwise would have been redeemed if all such shares had been redeemed in full. At any time thereafter when additional funds of the Corporation are legally available to redeem such shares of Series B Preferred Stock, the Corporation shall immediately use such funds to redeem the balance of the shares that the Corporation became obligated to redeem on the Series B Redemption Date (but which it has not yet redeemed) at such Series B Redemption Price.

     (d) Interest. If any shares of Series B Preferred Stock required to be redeemed are not redeemed on the Series B Redemption Date for any reason, all such unredeemed shares shall remain outstanding and entitled to all the rights and preferences provided herein (including, without limitation, those contained in Sections 6 and 7) and the Corporation shall pay interest on the Series B Redemption Price applicable to such unredeemed shares at an aggregate per annum rate equal to ten percent (10%) (with such per annum rate increased by 0.50% at the end of each three (3) month period thereafter until the Series B Redemption Price, and any interest thereon, is paid in full, but with such aggregate per annum rate not to exceed fifteen percent (15%)), with such interest to accrue daily in arrears and to be compounded annually; provided, however, that in no event shall such interest exceed the maximum permitted rate of interest under applicable law (the “Maximum Permitted Rate”). In the event that fulfillment of any provision hereof results in such rate of interest being in excess of the Maximum Permitted Rate, the amount of interest required to be paid hereunder shall automatically be reduced to eliminate such excess; provided, however, that any subsequent increase in the Maximum Permitted Rate shall be retroactively effective to the applicable Series B Redemption Date to the extent permitted by law.

     (e) Right to Elect Directors. If any shares of Series B Preferred Stock are required to be redeemed by the Corporation but are not redeemed within one hundred and eighty (180) days after the Series B Redemption Date for any reason, the number of Directors constituting the Board of Directors shall automatically be increased by a number equal to the number of Directors then constituting the Board of Directors, plus

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one (1), and the holders of outstanding shares of Series B Preferred Stock shall be entitled, voting as a separate class, to elect such additional Directors (the “Additional Directors”). The period beginning on the date the Corporation is required to redeem any shares of Series B Preferred Stock but fails to do so and ending on the date upon which all shares of Series B Preferred Stock required to be redeemed are so redeemed is referred to herein as the “Voting Period.”

     (i) As soon as practicable after the commencement of the Voting Period, the Corporation shall call a special meeting of the holders of outstanding shares of Series B Preferred Stock to be held not more than ten (10) Business Days after the date of mailing of notice of such meeting. If the Corporation fails to send a notice, any such holder may call the meeting on like notice. The record date for determining the holders of Series B Preferred Stock entitled to notice of and to vote at such special meeting shall be the close of business on the fifth (5^th) Business Day preceding the day on which such notice is mailed. At any such special meeting and at each other meeting of holders of Series B Preferred Stock held during a Voting Period at which Directors are to be elected (or with respect to any action by written consent in lieu of a meeting of stockholders), such holders, voting together as a separate class, shall be entitled to elect the number of Additional Directors prescribed in this Section 5(e), and each share of Series B Preferred Stock shall be entitled to one (1) vote (whether voted in person by the holder thereof or by proxy or pursuant to a stockholders consent).

     (ii) The terms of office of all Persons who are incumbent Directors of the Corporation at the time of a special meeting of the holders of Series B Preferred Stock to elect the Additional Directors shall continue, notwithstanding the election at such meeting of the Additional Directors that such holders are entitled to elect, and the Additional Directors so elected by such holders, together with such incumbent Directors, shall constitute the duly elected Directors of the Corporation. Simultaneously with the termination of a Voting Period, the terms of office of the Additional Directors elected by the holders of the Series B Preferred Stock shall terminate, the holders of Common Stock shall be entitled to remove such Additional Directors, such incumbent Directors shall constitute the Directors of the Corporation and the rights of the holders of Series B Preferred Stock to elect Additional Directors pursuant to this Section 5(e) shall cease.

     (f) Dividend After Redemption Date. In the event that shares of Series B Preferred Stock required to be redeemed are not redeemed and continue to be outstanding, such shares shall continue to be entitled to dividends thereon as provided in Section 3 until the date on which the Corporation actually redeems such shares.

     (g) Surrender of Certificates. Each holder of shares of Series B Preferred Stock to be redeemed shall surrender the certificate or certificates representing such shares to the Corporation, duly assigned or endorsed for transfer to the Corporation

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(or accompanied by duly executed stock powers relating thereto), or, in the event the certificate or certificates are lost, stolen or missing, shall deliver an affidavit of loss, in form reasonably acceptable to the Corporation, at the principal executive office of the Corporation or such other place as the Corporation may from time to time designate by notice to the holders of Series B Preferred Stock, and each surrendered certificate shall be canceled and retired and the Corporation shall thereafter make payment of the applicable Series B Redemption Price by certified check or wire transfer; provided, however, that if the Corporation has insufficient funds legally available to redeem all shares of Series B Preferred Stock required to be redeemed, each such holder shall, in addition to receiving the payment of the portion of the aggregate Series B Redemption Price that the Corporation is not legally prohibited from paying to such holder by certified check or wire transfer, receive a new stock certificate for those shares of Series B Preferred Stock not so redeemed. In addition to the foregoing deliveries, as a condition to the Corporation’s obligation to redeem a holder’s shares of Series B Preferred Stock, such holder shall be required to deliver a written instrument pursuant to which such holder represents and warrants to the Corporation that such holder is the record and beneficial owner of the shares of Series B Preferred Stock to be redeemed and that such holder’s title is free and clear of pledges, security interests and other adverse claims.

     6. Conversion. Shares of Series B Preferred Stock shall be convertible into Common Stock in accordance with the following:

     (a) Voluntary Conversion. The holders of shares of Series B Preferred Stock may convert such shares into Common Stock at any time as follows:

     (i) Upon the written election of the holder thereof and without payment of any additional consideration, each outstanding share of Series B Preferred Stock held by such holder shall be converted into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (A) $83.83935 (the “Original Issue Price”) by (B) the Conversion Price at the time in effect for such Series B Preferred Stock (such quotient, the “Conversion Rate”). The initial “Conversion Price” per share for shares of Series B Preferred Stock shall be $83.83935. The Conversion Price is subject to adjustment as set forth in Section 7. Any election by a holder of Series B Preferred Stock pursuant to this Section 6(a)(i) shall be made by written notice to the Corporation, and such notice may be given at any time and from time to time at any time prior to the actual redemption of such share of Series B Preferred Stock pursuant to Section 5 or through and including the day which is five (5) days prior to the closing of any transaction contemplated by Section 4(b). In connection with any conversion hereunder, all accrued but unpaid dividends on any share of Series B Preferred Stock so converted shall be paid by the Corporation in cash to the holder of such share of Series B Preferred Stock.

     (ii) Upon the written election of the Majority Holders, and without the payment of any additional consideration, all (but not less than all) of

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the outstanding shares of Series B Preferred Stock shall be converted into fully paid and nonassessable shares of Common Stock at the Conversion Rate. Any election by the Majority Holders pursuant to this Section 6(a)(ii) shall be made by written notice to the Corporation and the other holders of Series B Preferred Stock, and such notice may be given at any time prior to the actual redemption of such shares of Series B Preferred Stock pursuant to Section 5 or through and including the day which is five (5) days prior to the closing of any transaction contemplated by Section 4(b). Upon such election, all holders of the Series B Preferred Stock shall be deemed to have elected to voluntarily convert all outstanding shares of Series B Preferred Stock into shares of Common Stock pursuant to this Section 6(a)(ii) and such election shall bind all holders of Series B Preferred Stock.

     (b) Automatic Conversion. Each share of Series B Preferred Stock shall automatically be converted, without the payment of any additional consideration, into fully paid and nonassessable shares of Common Stock at the Conversion Rate as of, and in all cases subject to, the closing of the earlier to occur of: (i) the Corporation’s first underwritten public offering on a firm commitment basis by a nationally recognized investment banking organization or organizations pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the offer and sale of Common Stock (A) at a price per share of Common Stock of not less than (I) 200% of the Original Issue Price (as adjusted for stock splits, stock dividends, combinations, recapitalizations and the like) less the aggregate amount of all distributions and dividends of cash made in respect of each share of Series B Preferred Stock at or prior to the date of such offering divided by (II) the Conversion Rate in effect as of the date such offering is consummated and (B) with respect to which, the Corporation receives aggregate net proceeds attributable to sales for the account of the Corporation (after deduction of underwriting discounts and commissions) of not less than $75 million (a “QPO”) or (ii) an Extraordinary Transaction in which the shares of Common Stock issuable upon conversion of each outstanding share of Series B Preferred Stock would be entitled to receive, in connection with such Extraordinary Transaction, an amount per share in cash or Marketable Securities which, is not less than (A) 200% of the Original Issue Price (as adjusted for stock splits, stock dividends, combinations, recapitalizations and the like) less the aggregate amount of all distributions and dividends of cash made in respect of each share of Series B Preferred Stock prior to the date of such offering divided by (B) the Conversion Rate in effect as of the date such offering is consummated (any transaction described in (i) or (ii) above, a “Qualified Liquidity Event”).

     (c) Procedure for Conversion.

     (i) Voluntary Conversion. Upon election to convert pursuant to Section 6(a)(i) or (ii), the relevant holder or holders of Series B Preferred Stock shall surrender the certificate or certificates representing the Series B Preferred Stock being converted to the Corporation, duly assigned or endorsed for transfer

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to the Corporation (or accompanied by duly executed stock powers relating thereto) or shall deliver an affidavit of loss to the Corporation, at its principal executive office or such other place as the Corporation may from time to time designate by notice to the holders of the Series B Preferred Stock. Upon surrender of such certificate(s) or delivery of an affidavit of loss, all rights hereunder shall terminate, except the right of the record holder of such shares of Series B Preferred Stock to receive certificates for the number of shares of Common Stock into which such Series B Convertible Preferred Stock has been converted, and the Corporation shall issue and send by hand delivery, by courier or by first class mail (postage prepaid) to the record holder thereof, at the address designated by such holder, certificates for the number of shares of Common Stock to which such holder shall be entitled upon conversion. The issuance of certificates for Common Stock upon conversion of Series B Preferred Stock shall be deemed effective as of the date of surrender of such Series B Preferred Stock certificates or delivery of such affidavit of loss and will be made without charge to the holders of such shares for any issuance tax in respect thereof or other costs incurred by the Corporation in connection with such conversion and the related issuance of such stock.

     (ii) Automatic Conversion. Immediately prior to, but subject to, the closing of a Qualified Liquidity Event (in any such case, the “Automatic Conversion Date”), all outstanding shares of Series B Preferred Stock shall be converted into shares of Common Stock without any further action by the holders of such shares and whether or not the certificates representing such shares of Series B Preferred Stock are surrendered to the Corporation. On the Automatic Conversion Date, all rights with respect to the Series B Preferred Stock so converted shall terminate, except any of the rights of the holders thereof upon surrender of their certificate or certificates therefor or delivery of an affidavit of loss thereof to receive certificates for the number of shares of Common Stock into which such shares of Series B Preferred Stock have been converted. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the record holder or by his, her or its attorney duly authorized in writing. Upon surrender of such certificates or affidavit of loss, the Corporation shall issue and deliver to such holder, promptly (and in any event in such time as is sufficient to enable such holder to participate in such Qualified Liquidity Event) at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of the Series B Preferred Stock surrendered are convertible on the Automatic Conversion Date.

     (d) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of Series B Preferred Stock, such number of its shares of Common Stock as shall from time to time

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be sufficient to effect the conversion of all outstanding shares of Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding shares of Series B Preferred Stock, the Corporation will take such corporate action as may be necessary to increase the number of its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, and to reserve the appropriate number of shares of Common Stock for issuance upon such conversion.

     (e) No Closing of Transfer Books. The Corporation shall not close its books against the transfer of shares of Series B Preferred Stock in any manner that would interfere with the timely conversion of any shares of Series B Preferred Stock.

     7. Adjustments.

     (a) Adjustments to the Conversion Price. Except as provided in Section 7(b) and except in the case of any event described in Section 7(c), if and whenever after the Issue Date the Corporation shall issue or sell, or is, in accordance with this Section 7(a), deemed to have issued or sold, any shares of Common Stock for a consideration per share less than the Conversion Price in effect immediately prior to such issuance or sale, then, upon such issuance or sale (or deemed issuance or sale), the Conversion Price shall be reduced to the price determined by dividing (i) the sum of (A) the Common Stock Deemed Outstanding (as defined below) immediately prior to such issuance or sale (or deemed issuance or sale) multiplied by the Conversion Price then in effect and (B) the consideration, if any, received by the Corporation upon such issuance or sale (or deemed issuance or sale) by (ii) the Common Stock Deemed Outstanding immediately after such issuance or sale (or deemed issuance or sale), but before applying any adjustment pursuant to this Section 7(a). For purposes of this Section 7(a), the following shall also be applicable:

     (i) Issuance of Rights or Options. If the Corporation shall, at any time after the Issue Date, in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “Convertible Securities”), in each case for consideration per share (determined as provided in this paragraph and in Section 7(a)(v)) less than the Conversion Price then in effect, whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon exercise of such Options, shall be deemed to have been issued as of the date of granting of such Options, at a price per share equal to the amount determined by dividing (A) the total amount, if any, received or receivable by the Corporation as

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consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock deemed to have been so issued. Except as otherwise provided in Section 7(a)(iii), no adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

     (ii) Issuance of Convertible Securities. If the Corporation shall, at any time after the Issue Date, in any manner issue or sell any Convertible Securities for consideration per share (determined as provided in this paragraph and in Section 7(a)(v)) less than the Conversion Price then in effect, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the issuance or sale of such Convertible Securities, at a price per share equal to the amount determined by dividing (A) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock deemed to have been so issued; provided, however, that (1) except as otherwise provided in Section 7(a)(iii), no adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (2) if any such issuance or sale of such Convertible Securities is made upon exercise of any Options to purchase any such Convertible Securities, no further adjustment of the Conversion Price shall be made by reason of such issuance or sale.

     (iii) Change in Option Price or Conversion Rate. If there shall occur a change in (A) the maximum number of shares of Common Stock issuable in connection with any Option referred to in Section 7(a)(i) or any Convertible Securities referred to in Section 7(a)(i) or (ii), (B) the purchase price provided for in any Option referred to in Section 7(a)(i), (C) the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Section 7(a)(i) or (ii) or (D) the rate at which Convertible Securities referred to in Section 7(a)(i) or (ii) are convertible into or exchangeable for Common Stock (in each case, other than in connection with an event described in Section 7(b)), then the Conversion Price in effect at the time of such event shall be adjusted to the Conversion Price that would have been in effect at such time had such Options or Convertible Securities that are still outstanding provided for

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such changed maximum number of shares, purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold; and on the termination of any such Option or any such right to convert or exchange such Convertible Securities, the Conversion Price then in effect hereunder shall be increased to the Conversion Price that would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination (i.e., to the extent that fewer than the number of shares of Common Stock deemed to have been issued in connection with such Option or Convertible Securities were actually issued), never been issued or been issued at such higher price, as the case may be.

     (iv) Stock Dividends. If the Corporation, at any time or from time to time after the Issue Date, shall declare or make, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or make any other distribution upon any stock of the Corporation payable in Common Stock, Options or Convertible Securities, any Common Stock, Options or Convertible Securities, as the case may be, issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without consideration, and the Conversion Price will be adjusted pursuant to this Section 7(a); provided, however, that no adjustment shall be made to the Conversion Price as a result of such dividend or distribution if the holders of the shares of Series B Preferred Stock are entitled to, and do, receive such dividend or distribution in accordance with Section 3; and, provided, further, that if any adjustment is made to the Conversion Price as a result of the declaration of a dividend and such dividend is not effected, the Conversion Price shall be appropriately readjusted to the Conversion Price in effect had such dividend not been declared.

     (v) Consideration for Stock. If the Corporation, at any time or from time to time after the Issue Date, shall issue or sell, or is deemed to have issued or sold, any shares of Common Stock for cash, the consideration received therefor shall be deemed to be the amount received or to be received by the Corporation therefor (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with clause (A) of Section 7(a)(i) or Section 7(a)(ii), as appropriate) as determined in good faith by the Board of Directors. In case any shares of Common Stock shall be issued or sold, or deemed issued or sold, for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration received or to be received by the Corporation (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with clause (A) of Section 7(a)(i) or Section 7(a)(ii), as appropriate) as determined in good faith by the Board of Directors. In case any Options shall be issued in connection with the issuance and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options

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by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors. In any event, however, the Majority Holders shall have a right to dispute the valuation ascribed to any consideration other than cash received by the Corporation and have such dispute resolved in accordance with the provisions of Section 13.

     (vi) Record Date. In case the Corporation shall take a record of the holders of its Common Stock for the purpose of entitling them (A) to receive a dividend or other distribution payable in Common Stock, Options or Convertible Securities or (B) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issuance or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

     (vii) Treasury Shares. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Corporation; provided, however, that the disposition of any such shares shall be considered an issuance or sale of Common Stock for the purpose of this Section 7.

     (viii) Common Stock Deemed Outstanding. For purposes of this Section 7, the term “Common Stock Deemed Outstanding” shall mean, at any time, the sum of (A) the number of shares of Common Stock outstanding at such time including for this purpose all shares of Common Stock issuable upon exercise or conversion of any Options or Convertible Securities outstanding at such time, plus (B) the number of shares of Common Stock issuable upon exercise of the Series B Preferred Stock.

     (b) Certain Issues of Common Stock Excepted. Notwithstanding anything to the contrary in this Section C of Article IV, the Corporation shall not be required to make any adjustment of the Conversion Price by reason of the issuance of any Excluded Shares.

     (c) Subdivision or Combination of Common Stock. In case the Corporation shall at any time after the Issue Date subdivide its outstanding shares of Common Stock into a greater number of shares (by any stock split, stock dividend or otherwise), the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and, conversely, in case the Corporation shall at any time after the Issue Date combine its outstanding shares of Common Stock into a smaller number of shares (by any reverse stock split or otherwise), the Conversion Price in effect immediately prior to such combination shall be proportionately increased. In the case of any such subdivision, no further adjustment shall be made to the Conversion Price pursuant to Section 7(a)(iv) by reason thereof.

Cardtronics Group, Inc.
Amended and Restated Certificate of Incorporation

A-16

     (d) Reorganization or Reclassification. If any capital reorganization or reclassification of the Capital Stock of the Corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provisions shall be made whereby each holder of a share or shares of Series B Preferred Stock shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of such share or shares of Series B Preferred Stock, as the case may be, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore receivable upon such conversion had such reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of such holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Conversion Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights.

     8. Covenants. Except as provided in the last sentence of this Section 8, for so long as 357,827 shares of Series B Preferred Stock (as adjusted for stock splits, stock dividends, combinations, recapitalizations, reclassifications and the like) remain outstanding, the Corporation shall not (and shall not permit any Subsidiary, as applicable, to) in any case, by merger, consolidation, operation of law or otherwise, without the prior written consent or affirmative vote of the Majority Holders:

     (a) declare or pay any dividends or make any distributions of cash, property or securities of the Corporation in respect of its Capital Stock, or apply any of its assets to the redemption, retirement, purchase or other acquisition of its Capital Stock, directly or indirectly, through any Subsidiaries or otherwise except for (i) the redemption of Series B Preferred Stock pursuant to and as provided Section 5 hereof or (ii) any repurchase of Capital Stock of the Corporation from any director, employee or consultant of the Corporation in connection with the termination of such Person’s services to the Corporation on such terms as are approved by the Board of Directors and the Compensation Committee thereof;

     (b) reclassify any Capital Stock in a manner that adversely affects the designations, preferences, powers and/or the relative, participating, optional or other special rights, or the restrictions provided for the benefit of, the Series B Preferred Stock;

     (c) authorize, create or issue, any convertible debt or other debt, in each case, with any equity participation, any securities convertible into or exercisable or exchangeable for any equity securities, or any other equity security, in any case, which equity participation or equity security would rank (i) senior to or on parity with the Series B Preferred Stock as to liquidation, sale or merger preferences or distributions or

Cardtronics Group, Inc.
Amended and Restated Certificate of Incorporation

A-17

redemption rights, or (ii) any securities in any case ranking junior to the Series B Preferred Stock as to liquidation, sale and merger preferences and distributions and redemption rights but having a liquidation, sale and/or merger preference or distribution in excess of the original issue price paid therefore (other than because of pay-in-kind or cumulative dividends not to exceed 14% of the principal amount thereof and compounding no more frequently than annually), or permit any Subsidiary of the Corporation to issue any Capital Stock, or securities convertible into or exercisable or exchangeable for Capital Stock or other securities of such Subsidiary, to any Person other than the Corporation or a Person wholly owned, directly or indirectly, by the Corporation;

     (d) amend, alter or repeal (whether by merger, consolidation, operation of law, or otherwise) any provision of, or add any provision to, this Certificate of Incorporation (in each case, including, without limitation, changing the total number of shares of Preferred Stock or Series B Preferred Stock that the Corporation shall have the authority to issue) or the bylaws of the Corporation in effect as of the Issue Date, in each case, that would adversely affect the designations, preferences, powers and/or the relative, participating, optional or other special rights, or the restrictions provided for the benefit of, the Series B Preferred Stock;

     (e) effect any Liquidation Event or Extraordinary Transaction or permit any Material Subsidiary to liquidate, dissolve or wind-up , whether voluntarily or involuntarily, unless such Liquidation Event, Extraordinary Transaction or such liquidation, dissolution or winding-up of (or by) a Material Subsidiary constitutes a Qualified Liquidity Event;

     (f) acquire any Person or any business or assets of any Person or permit any Subsidiary to acquire any Person or any business or assets of any Person (in any such case, whether through the acquisition of securities, assets, or otherwise) where the consideration payable by the Corporation and/or its Subsidiaries in connection with such acquisition (including any contingent or potential consideration), when taken together with all other consideration payable or paid by the Corporation and/or any of its Subsidiaries in connection with all other acquisitions (including contingent or potential consideration) by the Corporation and/or its Subsidiaries in the twelve (12)-month period preceding the closing date of such acquisition, exceeds $50,000,000; provided, however, that (i) that for purposes of counting non-cash consideration towards such $50,000,000 threshold, all such non-cash consideration shall be valued at its fair market value, as determined in good faith by the Board of Directors subject, however, to the Majority Holders right to dispute such determination and have such dispute resolved in accordance with the provisions of Section 13; and (ii) that neither the Corporation’s acquisition of assets from E*Trade, Inc. on June 30, 2004 nor any transaction approved from time to time by the Majority Holders shall count towards such $50,000,000 threshold;

     (g) change the number of directors constituting the Board of Directors except for changes required by the Investors Agreement or this Section C of Article IV;

Cardtronics Group, Inc.
Amended and Restated Certificate of Incorporation

A-18

     (h) enter, or permit any of the Corporation’s Subsidiaries to enter, into any transaction with any officer, director or holders of greater than five percent (5%) of the Capital Stock of the Corporation or any of its Subsidiaries or any Affiliate of any such Person other than (I) any transaction involving payment of compensation (including salary, bonus and equity incentive compensation) and customary employee benefits in respect of employment services provided to the Corporation or any of its Subsidiaries which is approved by the Board of Directors or the compensation committee thereof, (II) any issuance of securities by the Corporation to such Person which is consummated in compliance with preemptive rights, or other rights of first offer, in respect of issuances of the Corporation’s securities, (III) transactions specifically contemplated by written agreements in effect on the Issue Date copies of which were provided to the Majority Holders prior to the Issue Date or (IV) intercompany transactions entered into between the Corporation and any Subsidiary in the ordinary course of business consistent with past practices. Notwithstanding anything to the contrary in this clause (h), the consent of the Majority Holders shall not be required in connection with any agreement entered into by the Corporation or the Subsidiaries providing the Corporation or the Subsidiaries with indebtedness for borrowed money from a financial institution (or affiliate thereof) which is a limited partner of any entity controlled or managed by The CapStreet Group, LLC or by TA Associates, Inc.; or

     (i) enter into any agreement to do any of the foregoing that is not expressly made conditional on obtaining the affirmative vote or written consent of the Majority Holders.

     Notwithstanding the foregoing, from and after any election of the Majority Holders to cause the Corporation to redeem outstanding shares of Series B Preferred Stock pursuant to Section 5(a), the Majority Holders shall not be entitled to the voting and consent rights provided by this Section 8 (other than Section 8(h)) with respect to any transaction that provides for the cash redemption in full of all of the Series B Preferred Stock for the aggregate Series B Redemption Price, in accordance with Section 5, simultaneously with the closing of such transaction.

     9. Additional Covenant. For so long as any shares of Series B Preferred Stock remain outstanding, the Corporation shall not, and shall not permit any Subsidiary to, in any case, by merger, consolidation, operation of law or otherwise, without the prior written consent or affirmative vote of the Majority Holders, take any action which would require, or could reasonably be expected to require, the Corporation or any of its Subsidiaries to be deemed as a “bank” or other form of regulated depository institution under any federal or state law, including, without limitation, the Bank Holding Company Act of 1956, as amended (the “BHC Act”), or take any action which would result, or could reasonably be expected to result, in the Corporation or any of its Subsidiaries becoming a “bank holding company” as defined in the BHC Act or otherwise subject to the provisions thereof, the regulations thereunder, or any comparable state law or regulation.

Cardtronics Group, Inc.
Amended and Restated Certificate of Incorporation

A-19

     10. Notice; Adjustments; Waivers.

     (a) Liquidation Events, Etc. In the event (i) the Corporation establishes a record date to determine the holders of any class of securities who are entitled to receive any dividend or other distribution or who are entitled to vote at a meeting (or by written consent) in connection with any of the transactions identified in clause (ii) hereof or (ii) any Liquidation Event, Extraordinary Transaction, QPO or any other public offering becomes reasonably likely to occur, the Corporation shall mail or cause to be mailed by first class mail (postage prepaid) to each holder of Series B Preferred Stock at least thirty (30) days prior to such record date specified therein or the expected effective date of any such transaction, whichever is earlier, a notice specifying (A) the date of such record date for the purpose of such dividend or distribution or meeting or consent and a description of such dividend or distribution or the action to be taken at such meeting or by such consent, (B) the date on which any such Liquidation Event, event deemed a Liquidation Event, Extraordinary Transaction, QPO or other public offering is expected to become effective, and (C) the date on which the books of the Corporation shall close or a record shall be taken with respect to any such event. Such notice shall be accompanied by a certificate prepared by the chief financial officer of the Corporation describing in detail (1) the facts of such transaction, (2) the amount(s) per share of Series B Preferred Stock or Common Stock each holder of Series B Preferred Stock would receive pursuant to the applicable provisions of this Certificate of Incorporation, and (3) the facts upon which such amounts were determined.

     (b) Adjustments; Calculations. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to Section 7, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Series B Preferred Stock a certificate setting forth in detail (i) such adjustment or readjustment, (ii) the Conversion Price before and after such adjustment or readjustment, and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of such holder’s shares of Series B Preferred Stock. All such calculations shall be made to the nearest cent or to the nearest one hundredth (1/100) of a share as the case may be. Notwithstanding anything to the contrary in this Section C of Article IV, no adjustment in the Conversion Price shall be made if the amount of such adjustment would be less than $0.01, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or more.

     (c) Waiver of Notice. The Majority Holders may, at any time upon written notice to the Corporation, waive any notice or certificate delivery provisions specified herein for the benefit of such holders, and any such waiver shall be binding upon all holders of such securities.

Cardtronics Group, Inc.
Amended and Restated Certificate of Incorporation

A-20

     (d) Other Waivers. The Majority Holders may, at any time upon written notice to the Corporation, waive compliance by the Corporation with any term or provision herein; provided, however, that any such waiver does not affect any holder of outstanding shares of Series B Preferred Stock in a manner materially different than any other holder, and any such waiver shall be binding upon all holders of Series B Preferred Stock and their respective transferees.

     11. No Reissuance of Series B Preferred Stock. No share or shares of Series B Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued, and all such shares shall be canceled, retired and eliminated from the shares which the Corporation shall be authorized to issue.

     12. Contractual Rights of Holders. The various provisions set forth herein for the benefit of the holders of the Series B Preferred Stock shall be deemed contract rights enforceable by them, including, without limitation, one or more actions for specific performance.

     13. Dispute Resolution. If the Majority Holders and the Corporation are unable to agree to the value of any securities or other consideration payable to the holders of Series B Preferred Stock in connection with a Liquidation Event or an Extraordinary Transaction or received by the Corporation as specified in Section 7(a)(v), or for purposes of determining the $50 million threshold in Section 8(f), the Corporation and the Majority Holders shall mutually select an independent national or regional investment banking firm or national accounting firm (an “Appraisal Firm”). The Corporation and the Majority Holders shall instruct such firm to furnish to each of the Corporation and the Majority Holders, within thirty (30) days after the Appraisal Firms have been selected (the “Resolution Period”), a written instrument signed by the Appraisal Firm indicating its calculation of the value of the securities or consideration in question and reasonable detail of the reasons supporting such calculation. Upon delivery by the Appraisal Firm of such instrument, the valuation set forth in such instrument shall be binding on the Corporation, the Majority Holders and the other holders of Series B Preferred Stock. The fees and expenses of the Appraisal Firm shall be borne equally by the holders of Series B Preferred Stock and the Corporation.

     14. Definitions. As used herein, the following terms shall have the following meanings given to them:

     “Affiliate” of a Person means (i) with respect to a Person, any member of such Person’s family (including any child, step child, parent, step parent, spouse, sibling, mother in law, father in law, son in law, daughter in law, brother in law or sister in law); (ii) with respect to an entity, any officer, director, stockholder, partner or investor in such entity or of or in any affiliate of such entity; and (iii) with respect to a Person or entity, any Person or entity which directly or indirectly controls, is controlled by, or is under common control with such Person or entity.

     “Business Day” means any day other than a Saturday, a Sunday, or a holiday on which national banking associations in the State of New York are authorized by law to close.

Cardtronics Group, Inc.
Amended and Restated Certificate of Incorporation

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     “Capital Stock” means any and all shares, interests, participations, or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), and any and all warrants, options, or other rights to purchase or acquire any of the foregoing, including by exchange or conversion.

     “Common Stock” means the Corporation’s common stock, par value $0.0001 per share.

     “Excluded Shares” means (a) shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock, (b) shares of Common Stock issuable upon the exercise or conversion of Capital Stock outstanding as of the Issue Date, (c) shares of Common Stock or options therefor issued to officers or employees of the Corporation in connection with their employment by the Corporation, in each case authorized by the Board of Directors and the Compensation Committee; provided, however, that shares issuable upon the exercise of employee stock options or common stock subject to stock awards to employees granted at any time between the Issue Date and the second anniversary thereof that have not been approved by at least one Series B Director, shall not be Excluded Shares, and (d) shares of Common Stock or options or warrants therefor issued in connection with any bona fide loan transaction or debt financing approved by the Board of Directors.

     “Investors Agreement” means the First Amended and Restated Investors Agreement among the Corporation and the stockholders parties thereto, dated as of the Issue Date, as amended from time to time.

     “Issue Date” means the date on which the first share of Series B Preferred Stock is issued by the Corporation, which date shall be February 10, 2005.

     “Junior Securities” means all Capital Stock of the Corporation, the terms of which do not expressly provide that such class or series ranks senior to or on a parity with the Series B Preferred Stock, whether with respect to dividends, other distributions, or redemptions or upon liquidation, dissolution, winding up, a Liquidation Event or an Extraordinary Transaction, including the Common Stock, and any rights or options exercisable or convertible therefor.

     “Majority Holders” means, as of any date of determination, the holders of a majority of the shares of Series B Preferred Stock then outstanding (excluding any shares held by the Corporation or any Subsidiary thereof).

     “Marketable Securities” means any securities of a company which are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and are freely tradable on (a) a nationally recognized securities exchange or inter-dealer quotation system, or (b) an over-the-counter basis; provided, however, that (i) that such company has a market capitalization of at least $1,000,000,000, or (ii) that the aggregate value of such freely tradable securities to be received by the holders of Series B Preferred Stock would represent no more than ten percent (10%) of such company’s market capitalization as of the time such securities are to be received by such holders.

Cardtronics Group, Inc.
Amended and Restated Certificate of Incorporation

A-22

     “Material Subsidiary” means any direct or indirect Subsidiary that contributes at least 50% of the gross revenue or net income of the Corporation on a consolidated basis for any trailing twelve month period or whose assets exceed 50% of the total assets of the Corporation on a consolidated basis at such time.

     “Parity Securities” means all Capital Stock of the Corporation the terms of which expressly provide that such class or series ranks on a parity with the Series B Preferred Stock, whether with respect to dividends, other distributions, or redemptions or upon liquidation, dissolution, winding up, a Liquidation Event or an Extraordinary Transaction, and any rights or options exercisable or convertible therefor.

     “Person” means any natural person, corporation, limited liability company, limited partnership, general partnership, joint stock company, joint venture, trust, organization, association, other entity or individual.

     “Senior Securities” means all Capital Stock of the Corporation the terms of which expressly provide that such class or series ranks senior to the Series B Preferred Stock, whether with respect to dividends, other distributions, or redemptions or upon liquidation, dissolution, winding up, a Liquidation Event or an Extraordinary Transaction, and any rights or options exercisable or convertible therefor.

     “Subsidiary” of a Person means any corporation more than fifty (50%) percent of whose outstanding voting securities, or any partnership, limited liability company joint venture or other entity more than fifty percent (50%) of whose total equity interest, is directly or indirectly owned by such Person.

     “Unpaid Issue Price” means, with respect to each share of Series B Preferred Stock, as of any date of determination, an amount equal to (a) the Original Issue Price, minus (b) the amount of cash previously distributed (by dividend or otherwise) in respect of such share. The Unpaid Issue Price shall be proportionately adjusted from time to time in connection with stock splits, recapitalizations, combinations and reclassification of the Series B Preferred Stock or dividends of Series B Preferred Stock in respect of the Series B Preferred Stock.

Article V.

     Subject to the provisions of Article IV, in furtherance of, and not in limitation of, the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the Corporation.

Article VI.

     No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty by such director as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the Delaware General Corporation Law, or (d) for any transaction

A-23

from which the director derived an improper personal benefit. Any amendment or repeal of this Article VI shall be prospective only, and neither the amendment nor repeal of this Article VI shall eliminate or reduce the effect of this Article VI in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article VI would accrue or arise, prior to such amendment or repeal. If the DGCL hereafter is amended to authorize corporate action further eliminating or limiting the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended from time to time.

Article VII.

     Elections of directors need not be by written ballot unless the Bylaws shall so provide.

Article VIII.

     Meetings of stockholders of the Corporation may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision of applicable law) outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws.

Article IX.

     To the fullest extent permitted by applicable law, the Corporation is also authorized to provide indemnification of (and advancement of expenses to) its agents (and any other persons to which Delaware law permits this Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors, or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL, subject only to limits created by applicable Delaware law (statutory or non-statutory), with respect to actions for breach of duty to this Corporation, its stockholders, and others. Any repeal or modification of any of the foregoing provisions of this Article IX shall not adversely affect any right or protection of a director, officer, agent, or other person existing at the time of, or increase the liability of any director of this Corporation with respect to any acts or omissions of such director, officer, or agent occurring prior to, such repeal or modification.

Article X.

     Subject to the provisions of Article IV, the Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by applicable laws, and all rights conferred upon stockholders in this Certificate of Incorporation are granted subject to this reservation.

Cardtronics Group, Inc.
Amended and Restated Certificate of Incorporation

A-24

EX-3.2

Exhibit 3.2

CERTIFICATE OF AMENDMENT
OF THE
FIRST AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CARDTRONICS, INC.

     Cardtronics, Inc. (the “Company”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law (“DGCL”), hereby certifies that:

     FIRST: The board of directors of the Company, in accordance with Section 242 of the DGCL, duly adopted resolutions proposing and declaring advisable to the holders of the Company’s outstanding Series B Convertible Preferred Stock, being the holders of all of the shares of capital stock of the Company entitled to vote on such amendment, the adoption of the following amendment to the First Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”):

Section C.1. of Article FOURTH of the Certificate of Incorporation is hereby amended to read as follows:

"1. Number and Designation. A total of Nine Hundred Forty Four Thousand Five Hundred and Sixty Eight (944,568) shares of the Corporation’s Preferred Stock shall be designated as a series known as Series B Convertible Preferred Stock (the “Series B Preferred Stock”), having par value $0.0001 per share.”

     SECOND: The foregoing amendment to the Certificate of Incorporation was duly adopted and approved by the written consent of the majority of the stockholders of all of the shares of capital stock of the Company entitled to vote thereon in accordance with the provisions of Section 228(a) and Section 242 of the DGCL.

     IN WITNESS WHEREOF, Cardtronics, Inc. has caused this certificate to be executed by the undersigned this 12th day of May, 2005.

CARDTRONICS, INC.
By:	/s/ Chris Brewster
	Name:	Chris Brewster
	Title:	Chief Financial Officer

1

EX-3.3

Exhibit 3.3

CERTIFICATE OF AMENDMENT

OF THE

FIRST AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CARDTRONICS, INC.

     Cardtronics, Inc. (the “Company”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law (“DGCL”), hereby certifies that:

     FIRST: The board of directors of the Company, in accordance with Section 242 of the DGCL, duly adopted resolutions proposing and declaring advisable to the holders of the Company’s outstanding Series B Convertible Preferred Stock, being the holders of all of the shares of capital stock of the Company entitled to vote on such amendment, the adoption of the following amendment to the First Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”):

Section C.5(a) of Article FOURTH of the Certificate of Incorporation is hereby amended and restated to read as follows:

"(a) Optional Redemption; Redemption Date. The Majority Holders may elect to have all (but not less than all) of the outstanding shares of Series B Preferred Stock redeemed by the Corporation at any time on or after the Earliest Series B Redemption Date. The “Earliest Series B Redemption Date” shall mean the earlier of (i) December 16, 2013 and (ii) the date that is 123 days after the first day that none of the Company’s 9.250% Senior Subordinated Notes due 2013, issued pursuant to that Indenture dated August 12, 2005 (the “Notes”), are outstanding, but in no event earlier than February 10, 2012. In the event the Majority Holders elect to have all of the shares of Series B Preferred Stock redeemed in accordance with this Section 5(a), subject to the remaining provisions of this Section 5, the Corporation shall redeem all (but not less than all) of the outstanding shares of Series B Preferred Stock, out of funds legally available therefor. Any election by the Majority Holders pursuant to this Section 5(a) shall be made by written notice to the Corporation and the other holders of Series B Preferred Stock at least ninety (90) days prior to the elected redemption date (the “Series B Redemption Date”) (which, for the avoidance of doubt, may be as early as ninety (90) days prior to the Earliest Series B Redemption Date). Upon such election, all holders of Series B Preferred Stock shall be deemed to have elected to have their shares of Series B Preferred Stock redeemed pursuant to this Section 5(a) and such election shall bind all holders of Series B Preferred Stock. Notwithstanding anything to the contrary contained herein, each holder of shares of Series B Preferred Stock shall have the right to convert their Series B Preferred Stock

1

into Common Stock pursuant to Section 6 at any time prior to the actual redemption of the Series B Preferred Stock by the Corporation.”

Section C.5(d) of Article FOURTH of the Certificate of Incorporation is hereby amended and restated to read as follows:

     ”(d) Interest. If any shares of Series B Preferred Stock are not redeemed on or before February 10, 2012, interest shall accrue on the Series B Redemption Price applicable to such unredeemed shares at an aggregate per annum rate equal to ten percent (10%) (with such per annum rate increased by 0.50% at the end of each three (3) month period thereafter until the Series B Redemption Price, and any interest thereon, is paid in full, but with such aggregate per annum rate not to exceed fifteen percent (15%)), with such interest to accrue daily in arrears and to be compounded annually; provided, however, that in no event shall such interest exceed the maximum permitted rate of interest under applicable law (the “Maximum Permitted Rate”). Any interest that accrues pursuant to this provision shall be added to the Series B Preference Amount and shall be payable only upon the redemption of the Series B Preferred Stock pursuant to an election by the Majority Holders to cause the outstanding shares of Series B Preferred Stock to be redeemed in accordance with Section C.5(a) hereof. In the event that fulfillment of any provision hereof results in such rate of interest being in excess of the Maximum Permitted Rate, the amount of interest required to be paid hereunder shall automatically be reduced to eliminate such excess; provided, however, that any subsequent increase in the Maximum Permitted Rate shall be retroactively effective to the applicable Series B Redemption Date to the extent permitted by law.”

     SECOND: The foregoing amendment to the Certificate of Incorporation was duly adopted and approved by the written consent of the majority of the stockholders of all of the shares of capital stock of the Company entitled to vote thereon in accordance with the provisions of Section 228(a) and Section 242 of the DGCL.

     IN WITNESS WHEREOF, Cardtronics, Inc. has caused this certificate to be executed by the undersigned this 9th day of August, 2005.

CARDTRONICS, INC.
By:	/s/ Michael E. Keller
	Name:	Michael E. Keller
	Title:	Secretary

2

EX-3.4

Exhibit 3.4

FIRST AMENDED AND RESTATED

BYLAWS

OF

CARDTRONICS, INC.

A Delaware Corporation

Date of Adoption:

February 10, 2005

TABLE OF CONTENTS

ARTICLE 1 OFFICES
	1.1	Registered Office	1
	1.2	Other Offices	1
ARTICLE 2 STOCKHOLDERS
	2.1	Place of Meetings	1
	2.2	Quorum; Adjournment of Meetings	1
	2.3	Annual Meetings	2
	2.4	Special Meetings	2
	2.5	Record Date	2
	2.6	Notice of Meetings	3
	2.7	Stock List	3
	2.8	Proxies	3
	2.9	Voting; Elections; Inspectors	4
	2.10	Conduct of Meetings	4
	2.11	Treasury Stock	5
	2.12	Action Without Meeting	5
ARTICLE 3 BOARD OF DIRECTORS
	3.1	Power; Number; Term of Office	5
	3.2	Quorum	5
	3.3	Place of Meetings; Order of Business	5
	3.4	First Meeting	6
	3.5	Regular Meetings	6
	3.6	Special Meetings	6
	3.7	Removal	6
	3.8	Vacancies; Increases in the Number of Directors	6
	3.9	Compensation	7
	3.10	Action Without a Meeting; Telephone Conference Meeting	7
	3.11	Approval or Ratification of Acts or Contracts by Stockholders	7
ARTICLE 4 COMMITTEES
	4.1	Designation; Powers	7
	4.2	Procedure; Meetings; Quorum	8
	4.3	Substitution of Members	8
ARTICLE 5 OFFICERS
	5.1	Number, Titles and Term of Office	8
	5.2	Salaries	8
	5.3	Removal	9
	5.4	Vacancies	9
	5.5	Powers and Duties of the Chief Executive Officer	9
	5.6	Powers and Duties of the Chairman of the Board	9
	5.7	Powers and Duties of the President	9
	5.8	Vice Presidents	9
	5.9	Treasurer	10

i

	5.10	Assistant Treasurers	10
	5.11	Secretary	10
	5.12	Assistant Secretaries	10
	5.13	Action with Respect to Securities of Other Corporations	10
ARTICLE 6 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
	6.1	Right to Indemnification	11
	6.2	Indemnification of Employees and Agents	11
	6.3	Right of Claimant to Bring Suit	11
	6.4	Nonexclusivity of Rights	12
	6.5	Insurance	12
	6.6	Savings Clause	12
	6.7	Definitions	12
ARTICLE 7 CAPITAL STOCK
	7.1	Certificates of Stock	13
	7.2	Transfer of Shares	13
	7.3	Ownership of Shares	13
	7.4	Regulations Regarding Certificates	13
	7.5	Lost or Destroyed Certificates	13
ARTICLE 8 MISCELLANEOUS PROVISIONS
	8.1	Fiscal Year	14
	8.2	Corporate Seal	14
	8.3	Notice and Waiver of Notice	14
	8.4	Resignations	14
	8.5	Facsimile Signatures	14
	8.6	Reliance upon Books, Reports and Records	14
ARTICLE 9 AMENDMENTS
	9.1	Amendment of Bylaws	15

ii

FIRST AMENDED AND RESTATED BYLAWS

OF

CARDTRONICS, INC.
(the “Corporation”)

INTRODUCTION

     The Corporation, formerly known as “Cardtronics Group, Inc.,” hereby amends and restates its Bylaws in their entirety as follows. The provisions set forth herein are qualified by, and subject to, the terms of that certain First Amended and Restated Investors Agreement, dated February 10, 2005, among the Corporation and certain of its securityholders, as further amended from time to time.

ARTICLE 1
OFFICES

     1.1 Registered Office. The registered office of the Corporation required by the General Corporation Law of the State of Delaware to be maintained in the State of Delaware, shall be the registered office named in the original certificate of incorporation of the Corporation, or such other office as may be designated from time to time by the Board of Directors in the manner provided by law. Should the Corporation maintain a principal office within the State of Delaware such registered office need not be identical to such principal office of the Corporation.

     1.2 Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE 2
STOCKHOLDERS

     2.1 Place of Meetings. All meetings of the stockholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Delaware as shall be specified or fixed in the notices or waivers of notice thereof.

     2.2 Quorum; Adjournment of Meetings. Unless otherwise required by law or provided in the certificate of incorporation of the Corporation, as amended, and including the certificate of designations, rights and preferences governing any outstanding preferred stock of the Corporation (the “Certificate of Incorporation”), or these bylaws, the holders of a majority of the stock issued and outstanding and entitled to vote thereat (on an as converted basis), present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business and the act of a majority of such stock so represented at any meeting of stockholders at which a quorum is present shall constitute the act of the meeting of stockholders. The stockholders present at a duly organized meeting may continue to transact

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business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

     Notwithstanding the other provisions of the Certificate of Incorporation or these bylaws, the chairman of the meeting or the holders of a majority of the issued and outstanding stock, (on an as converted basis) present in person or represented by proxy, at any meeting of stockholders, whether or not a quorum is present, shall have the power to adjourn such meeting from time to time, without any notice other than announcement at the meeting of the time and place of the holding of the adjourned meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at such meeting. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted that might have been transacted at the meeting as originally called.

     2.3 Annual Meetings. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, within or without the State of Delaware, on such date, and at such time as the Board of Directors shall fix and set forth in the notice of the meeting, which date shall be within thirteen (13) months subsequent to the later of the date of incorporation or the last annual meeting of stockholders.

     2.4 Special Meetings. Unless otherwise provided in the Certificate of Incorporation, special meetings of the stockholders for any purpose or purposes may be called at any time by the Chairman of the Board (if any), by the President or by a majority of the Board of Directors, and shall be called by the Chairman of the Board (if any), by the President or the Secretary upon the written request therefor, stating the purpose or purposes of the meeting, delivered to such officer, signed by the holder(s) of at least twenty-five percent (25%) of the issued and outstanding stock (on an as converted basis) entitled to vote at such meeting.

     2.5 Record Date. Subject to any requirement contained in the Certificate of Incorporation, for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors of the Corporation may fix, in advance, a date as the record date for any such determination of stockholders, which date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

     If the Certificate of Incorporation does not provide for, and the Board of Directors does not fix, a record date for any meeting of the stockholders, the record date for determining stockholders entitled to notice of or to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given or, if, in accordance with Section 8.3 of these bylaws, notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If, in accordance with Section 2.12, corporate action without a meeting of stockholders is to be taken, the record date for determining stockholders entitled to express consent to such corporate action in writing, when no prior action by the Board of

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Directors is necessary, shall be the day on which the first written consent is expressed. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

     A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     2.6 Notice of Meetings. Written notice of the place, date and hour of all meetings and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by or at the direction of the Chairman of the Board (if any) or the President, the Secretary or the other person(s) calling the meeting to each stockholder entitled to vote thereat not less than ten (10) nor more than sixty (60) days before the date of the meeting. Such notice may be delivered either personally or by mail. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

     2.7 Stock List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in the name of such stockholder, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The stock list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

     2.8 Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for him by proxy. Proxies for use at any meeting of stockholders shall be filed with the Secretary, or such other officer as the Board of Directors may from time to time determine by resolution, before or at the time of the meeting. All proxies shall be received and taken charge of and all ballots shall be received and canvassed by the secretary of the meeting who shall decide all questions touching upon the qualification of voters, the validity of the proxies, and the acceptance or rejection of votes, unless an inspector or inspectors shall have been appointed by the chairman of the meeting, in which event such inspector or inspectors shall decide all such questions.

     No proxy shall be valid after three (3) years from its date, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and coupled with an interest sufficient in law to support an irrevocable power.

     Should a proxy designate two or more persons to act as proxies, unless such instrument shall provide the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue,

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each proxy so attending shall be entitled to exercise such powers in respect of the same portion of the shares as he is of the proxies representing such shares.

     2.9 Voting; Elections; Inspectors. Unless otherwise required by law or provided in the Certificate of Incorporation, each stockholder shall have one vote for each share of stock entitled to vote that is registered in his name on the record date for the meeting. Shares registered in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaw (or comparable instrument) of such corporation may prescribe, or in the absence of such provision, as the Board of Directors (or comparable body) of such corporation may determine. Shares registered in the name of a deceased person may be voted by his executor or administrator, either in person or by proxy.

     All voting, except as required by the Certificate of Incorporation or where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by stockholders holding a majority of the issued and outstanding stock (on an as converted basis) present in person or by proxy at any meeting a stock vote shall be taken. Every stock vote shall be taken by written ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. All elections of directors shall be by ballot, unless otherwise provided in the Certificate of Incorporation.

     At any meeting at which a vote is taken by ballots, the chairman of the meeting may appoint one or more inspectors, each of whom shall subscribe an oath or affirmation to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability. Such inspector shall receive the ballots, count the votes and make and sign a certificate of the result thereof. The chairman of the meeting may appoint any person to serve as inspector, except no candidate for the office of director shall be appointed as an inspector.

     Unless otherwise provided in the Certificate of Incorporation, cumulative voting for the election of directors shall be prohibited.

     2.10 Conduct of Meetings. The meetings of the stockholders shall be presided over by the Chairman of the Board (if any), or if he is not present, by the President, or if neither the Chairman of the Board (if any), nor President is present, by a chairman elected at the meeting. The Secretary of the Corporation, if present, shall act as secretary of such meetings, or if he is not present, an Assistant Secretary shall so act; if neither the Secretary nor an Assistant Secretary is present, then a secretary shall be appointed by the chairman of the meeting. The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order. Unless the chairman of the meeting of stockholders shall otherwise determine, the order of business shall be as follows:

(a)	Calling of meeting to order.
(b)	Election of a chairman and the appointment of a secretary if necessary.
(c)	Presentation of proof of the due calling of the meeting.
(d)	Presentation and examination of proxies and determination of a quorum.
(e)	Reading and settlement of the minutes of the previous meeting.

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(f)	Reports of officers and committees.
(g)	The election of directors if an annual meeting, or a meeting called for that purpose.
(h)	Unfinished business.
(i)	New business.
(j)	Adjournment.

     2.11 Treasury Stock. The Corporation shall not vote, directly or indirectly, shares of its own stock owned by it and such shares shall not be counted for quorum purposes.

     2.12 Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any action permitted or required by law, the Certificate of Incorporation or these bylaws to be taken at a meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not consented in writing.

ARTICLE 3
BOARD OF DIRECTORS

     3.1 Power; Number; Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, and subject to the restrictions imposed by law or the Certificate of Incorporation, they may exercise all the powers of the Corporation.

     The number of directors that shall constitute the whole Board of Directors, shall be determined from time to time by resolution of the Board of Directors (provided that no decrease in the number of directors that would have the effect of shortening the term of an incumbent director may be made by the Board of Directors). Each director shall hold office for the term for which he is elected, and until his successor shall have been elected and qualified or until his earlier death, resignation or removal.

     Unless otherwise provided in the Certificate of Incorporation, directors need not be stockholders nor residents of the State of Delaware.

     3.2 Quorum. Unless otherwise provided in the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business of the Board of Directors and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

     3.3 Place of Meetings; Order of Business. The directors may hold their meetings and may have an office and keep the books of the Corporation, except as otherwise provided by law, in such place or places, within or without the State of Delaware, as the Board of Directors may from time to time determine by resolution. At all meetings of the Board of Directors

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business shall be transacted in such order as shall from time to time be determined by the Chairman of the Board (if any), or in his absence by the President, or by resolution of the Board of Directors.

     3.4 First Meeting. Each newly elected Board of Directors may hold its first meeting for the purpose of organization and the transaction of business, if a quorum is present, immediately after and at the same place as the annual meeting of the stockholders. Notice of such meeting shall not be required. At the first meeting of the Board of Directors in each year at which a quorum shall be present, held next after the annual meeting of stockholders, the Board of Directors shall proceed to the election of the officers of the Corporation.

     3.5 Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be designated from time to time by resolution of the Board of Directors, but, in any event, not less than four times per year and at least once in each fiscal quarter. Notice of such regular meetings shall not be required.

     3.6 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board (if any), the President or, on the written request of any director, by the Secretary, in each case on at least forty-eight (48) hours personal, written, telegraphic, cable or wireless notice to each director. Such notice, or any waiver thereof pursuant to Section 8.3 hereof, need not state the purpose or purposes of such meeting, except as may otherwise be required by law or provided for in the Certificate of Incorporation or these bylaws.

     3.7 Removal. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors; provided that, unless the Certificate of Incorporation otherwise provides, if the Board of Directors is classified, then the stockholders may effect such removal only for cause; and provided further that, if the Certificate of Incorporation expressly grants to stockholders the right to cumulate votes for the election of directors and if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part.

     Notwithstanding anything in this Section 3.7 or otherwise to the contrary, to the extent the Certificate of Incorporation provides for the election of directors of the Corporation by a specific class or series of capital stock to the exclusion of another class or series of capital stock of the Corporation, unless the Certificate of Incorporation explicitly provides otherwise, only the holders of a majority of such specific class or series entitled to elect such directors may effect a removal of such directors by a vote therefor.

     3.8 Vacancies; Increases in the Number of Directors. Unless otherwise provided in the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or a sole remaining director; and any director so chosen shall hold office until the next annual election and until his successor shall be duly elected and shall qualify, unless sooner displaced.

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     If the directors of the Corporation are divided into classes, any directors elected to fill vacancies or newly created directorships shall hold office until the next election of the class for which such directors shall have been chosen, and until their successors shall be duly elected and shall qualify.

     3.9 Compensation. Unless otherwise restricted by the Certificate of Incorporation, the Compensation Committee of the Board of Directors shall have the authority to fix the compensation of directors.

     3.10 Action Without a Meeting; Telephone Conference Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee designated by the Board of Directors, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State of Delaware.

     Unless otherwise restricted by the Certificate of Incorporation, subject to the requirement for notice of meetings, members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in a meeting of such Board of Directors or committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

     3.11 Approval or Ratification of Acts or Contracts by Stockholders. The Board of Directors in its discretion may submit any act or contract for approval or ratification at any annual meeting of the stockholders, or at any special meeting of the stockholders called for the purpose of considering any such act or contract, and any act or contract that shall be approved or be ratified by the vote of the stockholders holding a majority of the issued and outstanding shares of stock of the Corporation entitled to vote and present in person or by proxy at such meeting (provided that a quorum is present), shall be as valid and as binding upon the Corporation and upon all the stockholders as if it has been approved or ratified by every stockholder of the Corporation. In addition, any such act or contract may be approved or ratified by the written consent of stockholders holding a majority of the issued and outstanding shares of capital stock of the Corporation entitled to vote and such consent shall be as valid and as binding upon the Corporation and upon all the stockholders as if it had been approved or ratified by every stockholder of the Corporation.

ARTICLE 4
COMMITTEES

     4.1 Designation; Powers. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, including, if they shall so determine, an executive committee, each such committee to consist of one or more of the

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directors of the Corporation. Any such designated committee shall have and may exercise such of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation as may be provided in such resolution, except that no such committee shall have the power or authority of the Board of Directors in reference to adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution of the Corporation, or amending, altering or repealing the bylaws or adopting new bylaws for the Corporation and, unless such resolution or the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Any such designated committee may authorize the seal of the Corporation to be affixed to all papers that may require it. In addition to the above such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors.

     4.2 Procedure; Meetings; Quorum. Any committee designated pursuant to Section 4.1 shall choose its own chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, shall fix its own rules or procedures, and shall meet at such times and at such place or places as may be provided by such rules, or by resolution of such committee or resolution of the Board of Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the adoption by it of any resolution.

     4.3 Substitution of Members. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

ARTICLE 5
OFFICERS

     5.1 Number, Titles and Term of Office. The officers of the Corporation shall be a President, one or more Vice Presidents (any one or more of whom may be designated Executive Vice President or Senior Vice President), a Treasurer, a Secretary and, if the Board of Directors so elects, a Chairman of the Board and such other officers as the Board of Directors may from time to time elect or appoint. Each officer shall hold office until his successor shall be duly elected and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same person, unless the Certificate of Incorporation provides otherwise. Except for the Chairman of the Board, if any, no officer need be a director.

     5.2 Salaries. The salaries or other compensation of the officers and agents of the Corporation shall be fixed from time to time by the Compensation Committee of the Board of Directors.

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     5.3 Removal. Any officer or agent elected or appointed by the Board of Directors may be removed, either with or without cause, by the vote of a majority of the whole Board of Directors at a special meeting called for the purpose, or at any regular meeting of the Board of Directors, provided the notice for such meeting shall specify that the matter of any such proposed removal will be considered at the meeting but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

     5.4 Vacancies. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

     5.5 Powers and Duties of the Chief Executive Officer. The President shall be the chief executive officer of the Corporation unless the Board of Directors designates the Chairman of the Board as chief executive officer. Subject to the control of the Board of Directors and the executive committee (if any), the chief executive officer shall have general executive charge, management and control of the properties, business and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities; he may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation and may sign all certificates for shares of capital stock of the Corporation; and shall have such other powers and duties as designated in accordance with these bylaws and as from time to time may be assigned to him by the Board of Directors.

     5.6 Powers and Duties of the Chairman of the Board. If elected, the Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors; and he shall have such other powers and duties as designated in these bylaws and as from time to time may be assigned to him by the Board of Directors. The Chairman of the Board may be referred to as the “Chairman” in minutes and resolutions of the Corporation, and the Chairman of the Board may sign instruments binding the Corporation using the title of “Chairman.”

     5.7 Powers and Duties of the President. Unless the Board of Directors otherwise determines, the President shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation; and, unless the Board of Directors otherwise determines, he shall, in the absence of the Chairman of the Board or if there be no Chairman of the Board, preside at all meetings of the stockholders and (should he be a director) of the Board of Directors; and he shall have such other powers and duties as designated in accordance with these bylaws and as from time to time may be assigned to him by the Board of Directors.

     5.8 Vice Presidents. In the absence of the President, or in the event of his inability or refusal to act, a Vice President designated by the Board of Directors shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. In the absence of a designation by the Board of Directors of a Vice President to perform the duties of the President, or in the event of his absence or inability or refusal to act, the Vice President who is present and who is senior in terms of time as a Vice President of the Corporation shall so act. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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     5.9 Treasurer. The Treasurer shall have responsibility for the custody and control of all the funds and securities of the Corporation, and he shall have such other powers and duties as designated in these bylaws and as from time to time may be assigned to him by the Board of Directors. He shall perform all acts incident to the position of Treasurer, subject to the control of the chief executive officer and the Board of Directors; and he shall, if required by the Board of Directors, give such bond for the faithful discharge of his duties in such form as the Board of Directors may require.

     5.10 Assistant Treasurers. Each Assistant Treasurer shall have the usual powers and duties pertaining to his office, together with such other powers and duties as designated in these bylaws and as from time to time may be assigned to him by the chief executive officer or the Board of Directors. The Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability or refusal to act.

     5.11 Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors, committees of directors and the stockholders, in books provided for that purpose; he shall attend to the giving and serving of all notices; he may in the name of the Corporation affix the seal of the Corporation to all contracts of the Corporation and attest the affixation of the seal of the Corporation thereto; he may sign with the other appointed officers all certificates for shares of capital stock of the Corporation; he shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection of any director upon application at the office of the Corporation during business hours; he shall have such other powers and duties as designated in these bylaws and as from time to time may be assigned to him by the Board of Directors; and he shall in general perform all acts incident to the office of Secretary, subject to the control of the chief executive officer and the Board of Directors.

     5.12 Assistant Secretaries. Each Assistant Secretary shall have the usual powers and duties pertaining to his office, together with such other powers and duties as designated in these bylaws and as from time to time may be assigned to him by the chief executive officer or the Board of Directors. The Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability or refusal to act.

     5.13 Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the chief executive officer of the Corporation shall have the power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of security holders of, or with respect to any action of security holders of, any other entity in which this Corporation may hold securities, and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of such securities, in each case with respect to any vote, action or exercise of rights or powers with respect to any matter which would have been within the authority of the chief executive officer had such vote, action or exercise of rights or powers been taken with respect to the Corporation. For purposes of this Section, the term “security” includes any partnership interest, membership interest, units, or other security owned by the Corporation in an entity, and the term “security holder” includes partner, member, unit holder, and shareholder in an entity.

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ARTICLE 6
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

     6.1 Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative, is or was or has agreed to become a director or officer of the Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer while serving or having agreed to serve as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss (including without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to serve in the capacity that initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this Section 6.1 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her capacity as a director or officer or proposed director or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnified person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Section or otherwise.

     6.2 Indemnification of Employees and Agents. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation, individually or as a group, with the same scope and effect as the indemnification of directors and officers provided for in this Article.

     6.3 Right of Claimant to Bring Suit. If a written claim received by the Corporation from or on behalf of an indemnified party under this Article VI is not paid in full by the Corporation within ninety days after such receipt, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for

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expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct that make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

     6.4 Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or hereafter acquire under any law (common or statutory), provision of the Certificate of Incorporation of the Corporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

     6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any person who is or was serving as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

     6.6 Savings Clause. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and hold harmless each director and officer of the Corporation, as to costs, charges and expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the fullest extent permitted by applicable law.

     6.7 Definitions. For purposes of this Article, reference to the “Corporation” shall include, in addition to the Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger prior to (or, in the case of an entity specifically designated in a resolution of the Board of Directors, after) the adoption hereof and which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

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ARTICLE 7
CAPITAL STOCK

     7.1 Certificates of Stock. The certificates for shares of the capital stock of the Corporation shall be in such form, not inconsistent with that required by law and the Certificate of Incorporation, as shall be approved by the Board of Directors. The Chairman of the Board (if any), President or a Vice President shall cause to be issued to each stockholder one or more certificates, under the seal of the Corporation or a facsimile thereof if the Board of Directors shall have provided for such seal, and signed by the Chairman of the Board (if any), President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer certifying the number of shares (and, if the stock of the Corporation shall be divided into classes or series, the class and series of such shares) owned by such stockholder in the Corporation; provided, however, that any of or all the signatures on the certificate may be facsimile. The stock record books and the blank stock certificate books shall be kept by the Secretary, or at the office of such transfer agent or transfer agents as the Board of Directors may from time to time by resolution determine. In case any officer, transfer agent or registrar who shall have signed or whose facsimile signature or signatures shall have been placed upon any such certificate or certificates shall have ceased to be such officer, transfer agent or registrar before such certificate is issued by the Corporation, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The stock certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and number of shares.

     7.2 Transfer of Shares. The shares of stock of the Corporation shall be transferable only on the books of the Corporation by the holders thereof in person or by their duly authorized attorneys or legal representatives upon surrender and cancellation of certificates for a like number of shares. Upon surrender to the Corporation or a transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

     7.3 Ownership of Shares. The Corporation shall be entitled to treat the holder of record of any share or shares of capital stock of the Corporation as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

     7.4 Regulations Regarding Certificates. The Board of Directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration or the replacement of certificates for shares of capital stock of the Corporation.

     7.5 Lost or Destroyed Certificates. The Board of Directors may determine the conditions upon which a new certificate of stock may be issued in place of a certificate which is alleged to have been lost, stolen or destroyed; and may, in their discretion, require the owner of

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such certificate or his legal representative to give bond, with sufficient surety, to indemnify the Corporation and each transfer agent and registrar against any and all losses or claims which may arise by reason of the issue of a new certificate in the place of the one so lost, stolen or destroyed.

ARTICLE 8
MISCELLANEOUS PROVISIONS

     8.1 Fiscal Year. The fiscal year of the Corporation shall be such as established from time to time by the Board of Directors.

     8.2 Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation. The Secretary shall have charge of the seal (if any). If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by the Assistant Secretary or Assistant Treasurer.

     8.3 Notice and Waiver of Notice. Whenever any notice is required to be given by law, the Certificate of Incorporation or under the provisions of these bylaws, said notice shall be deemed to be sufficient if given (i) by telegraphic, cable or wireless transmission or (ii) by deposit of the same in a post office box in a sealed prepaid wrapper addressed to the person entitled thereto at his post office address, as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such transmission or mailing, as the case may be.

     Whenever notice is required to be given by law, the Certificate of Incorporation or under any of the provisions of these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or the bylaws.

     8.4 Resignations. Any director, member of a committee or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the chief executive officer or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

     8.5 Facsimile Signatures. In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized in these bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors.

     8.6 Reliance upon Books, Reports and Records. Each director and each member of any committee designated by the Board of Directors shall, in the performance of his duties, be

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fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Corporation.

ARTICLE 9
AMENDMENTS

     9.1 Amendment of Bylaws. If provided in the Certificate of Incorporation of the Corporation, the Board of Directors shall have the power to adopt, amend and repeal from time to time bylaws of the Corporation, subject to the right of the stockholders entitled to vote with respect thereto to amend or repeal such bylaws as adopted or amended by the Board of Directors.

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EX-4.1

Exhibit 4.1

EXECUTION COPY

CARDTRONICS, INC.

9 1/4% SENIOR SUBORDINATED NOTES DUE 2013

Indenture

Dated as of August 12, 2005

Wells Fargo Bank, National Association

Trustee

CROSS-REFERENCE TABLE^*

Trust Indenture
Act Section	Indenture Section
310 (a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311 (a)	7.11
(b)	7.11
(c)	N.A.
312 (a)	2.06
(b)	14.03
(c)	14.03
313 (a)	7.06
(b)(1)	N.A.
(b)(2)	7.06, 7.07
(c)	7.06, 14.02
(d)	7.06
314 (a)	14.05
(b)	N.A.
(c)(1)	N.A.
(c)(2)	N.A.
(c)(3)	N.A.
(d)	N.A.
(e)	14.05
(f)	N.A.
315 (a)	N.A.
(b)	N.A.
(c)	N.A.
(d)	N.A.
(e)	N.A.
316 (a) (last sentence)	N.A.
(a)(1)(A)	N.A.
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	N.A.

*	N.A. means not applicable.
	This Cross-Reference Table is not part of this Indenture

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Trust Indenture
Act Section	Indenture Section
(c)	14.14
317(a)(1)	N.A.
(a)(2)	N.A.
(b)	N.A.
318(a)	N.A.
(b)	N.A.
(c)	14.01

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TABLE OF CONTENTS

Page

ARTICLE ONE
DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01. Definitions	1
Section 1.02. Other Definitions	27
Section 1.03. Incorporation by Reference of Trust Indenture Act	27
Section 1.04. Rules of Construction	28

ARTICLE TWO
THE NOTES

Section 2.01. Form and Dating	28
Section 2.02. Execution and Authentication	30
Section 2.03. Methods of Receiving Payments on the Notes	30
Section 2.04. Registrar and Paying Agent	30
Section 2.05. Paying Agent to Hold Money in Trust	31
Section 2.06. Holder Lists	31
Section 2.07. Transfer and Exchange	31
Section 2.08. Replacement Notes	44
Section 2.09. Outstanding Notes	44
Section 2.10. Treasury Notes	44
Section 2.11. Temporary Notes	45
Section 2.12. Cancellation	45
Section 2.13. Defaulted Interest	45
Section 2.14. CUSIP Numbers	45

ARTICLE THREE
REDEMPTION AND OFFERS TO
PURCHASE

Section 3.01. Notices to Trustee	46
Section 3.02. Selection of Notes to Be Redeemed	46
Section 3.03. Notice of Redemption	46
Section 3.04. Effect of Notice of Redemption	47
Section 3.05. Deposit of Redemption Price	47
Section 3.06. Notes Redeemed in Part	48
Section 3.07. Optional Redemption	48
Section 3.08. Repurchase Offers	48
Section 3.09. No Sinking Fund	50

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ARTICLE FOUR
COVENANTS

Section 4.01. Payment of Notes	50
Section 4.02. Maintenance of Office or Agency	50
Section 4.03. Reports	51
Section 4.04. Compliance Certificate	52
Section 4.05. Taxes	52
Section 4.06. Stay, Extension and Usury Laws	52
Section 4.07. Restricted Payments	53
Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	56
Section 4.09. Incurrence of Indebtedness	58
Section 4.10. Asset Sales	60
Section 4.11. Transactions with Affiliates	62
Section 4.12. Liens	64
Section 4.13. Business Activities	64
Section 4.14. Offer to Repurchase upon a Change of Control	64
Section 4.15. Limitation on Senior Subordinated Debt	65
Section 4.16. Designation of Restricted and Unrestricted Subsidiaries	66
Section 4.17. Payments for Consent	67
Section 4.18. Guarantees	67
Section 4.19. Limitation on Issuances and Sales of Preferred Stock in Restricted Subsidiaries	69

ARTICLE FIVE
SUCCESSORS

Section 5.01. Merger, Consolidation or Sale of Assets	69
Section 5.02. Successor Corporation Substituted	70

ARTICLE SIX
DEFAULTS AND REMEDIES

Section 6.01. Events of Default	71
Section 6.02. Acceleration	72
Section 6.03. Other Remedies	73
Section 6.04. Waiver of Past Defaults	73
Section 6.05. Control by Majority	74
Section 6.06. Limitation on Suits	74
Section 6.07. Rights of Holders of Notes to Receive Payment	74
Section 6.08. Collection Suit by Trustee	75
Section 6.09. Trustee May File Proofs of Claim	75
Section 6.10. Priorities	75
Section 6.11. Undertaking for Costs	76

ARTICLE SEVEN
TRUSTEE

Section 7.01. Duties of Trustee 76

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Section 7.02. Certain Rights of Trustee	77
Section 7.03. Individual Rights of Trustee	78
Section 7.04. Trustee’s Disclaimer	78
Section 7.05. Notice of Defaults	78
Section 7.06. Reports by Trustee to Holders of the Notes	78
Section 7.07. Compensation and Indemnity	79
Section 7.08. Replacement of Trustee	80
Section 7.09. Successor Trustee by Merger, Etc.	81
Section 7.10. Eligibility; Disqualification	81
Section 7.11. Preferential Collection of Claims Against Company	81

ARTICLE EIGHT
DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance	81
Section 8.02. Legal Defeasance and Discharge	81
Section 8.03. Covenant Defeasance	82
Section 8.04. Conditions to Legal or Covenant Defeasance	82
Section 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	84
Section 8.06. Repayment to the Company	84
Section 8.07. Reinstatement	85

ARTICLE NINE
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes	85
Section 9.02. With Consent of Holders of Notes	86
Section 9.03. Compliance with Trust Indenture Act	88
Section 9.04. Revocation and Effect of Consents	88
Section 9.05. Notation on or Exchange of Notes	88
Section 9.06. Trustee to Sign Amendments, Etc.	88

ARTICLE TEN
SATISFACTION AND DISCHARGE

Section 10.01. Satisfaction and Discharge	89
Section 10.02. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	90
Section 10.03. Repayment to the Company	90
Section 10.04. Survival	91

ARTICLE ELEVEN
SUBORDINATION OF NOTES

Section 11.01. Agreement to Subordinate	91
Section 11.02. Liquidation; Dissolution; Bankruptcy	91
Section 11.03. Default on Designated Senior Debt	91

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Section 11.04. Acceleration of Securities	93
Section 11.05. When Distribution Must Be Paid Over	93
Section 11.06. Notice by the Company	93
Section 11.07. Subrogation	93
Section 11.08. Relative Rights	94
Section 11.09. Subordination May Not Be Impaired by the Company	94
Section 11.10. Distribution or Notice to Representative	94
Section 11.11. Rights of Trustee and Paying Agent	94
Section 11.12. Authorization to Effect Subordination	95

ARTICLE TWELVE
NOTE GUARANTEES

Section 12.01. Guarantee	95
Section 12.02. Limitation on Guarantor Liability	96
Section 12.03. Note Guarantees under Indenture	97
Section 12.04. Guarantors May Consolidate, Etc., on Certain Terms	97
Section 12.05. Release of Guarantor	98

ARTICLE THIRTEEN
SUBORDINATION OF NOTE GUARANTEES

Section 13.01. Agreement To Subordinate	98
Section 13.02. Liquidation, Dissolution, Bankruptcy	98
Section 13.03. Default on Designated Senior Debt of Guarantor	99
Section 13.04. Demand for Payment	100
Section 13.05. When Distribution Must Be Paid Over	100
Section 13.06. Notice by the Guarantors	101
Section 13.07. Subrogation	101
Section 13.08. Relative Rights	101
Section 13.09. Subordination May Not Be Impaired by Guarantor	101
Section 13.10. Distribution or Notice to Representative	102
Section 13.11. Rights of Trustee and Paying Agent	102
Section 13.12. Authorization to Effect Subordination	102
Section 13.13. Reliance by Holders of Senior Debt of Guarantors on Subordination Provisions	103

ARTICLE FOURTEEN
MISCELLANEOUS

Section 14.01. Trust Indenture Act Controls	103
Section 14.02. Notices	103
Section 14.03. Communication by Holders of Notes with Other Holders of Notes	104
Section 14.04. Certificate and Opinion as to Conditions Precedent	104
Section 14.05. Statements Required in Certificate or Opinion	105
Section 14.06. Rules by Trustee and Agents	105
Section 14.07. No Personal Liability of Directors, Officers, Employees and Stockholders	105
Section 14.08. Governing Law	106

iv

Section 14.09. Consent to Jurisdiction	106
Section 14.10. No Adverse Interpretation of Other Agreements	106
Section 14.11. Successors	106
Section 14.12. Severability	106
Section 14.13. Counterpart Originals	106
Section 14.14. Acts of Holders	106
Section 14.15. Benefit of Indenture	108
Section 14.16. Table of Contents, Headings, Etc.	108

v

	EXHIBITS
Exhibit A	FORM OF NOTE
Exhibit B	FORM OF CERTIFICATE OF TRANSFER
Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
Exhibit D	FORM OF NOTATION OF GUARANTEE
Exhibit E	FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS

vi

          INDENTURE dated as of August 12, 2005, among Cardtronics, Inc., a Delaware corporation, the initial Guarantors (as defined below) listed on the signature pages hereto and Wells Fargo National Bank, National Association, a nationally chartered banking association, as trustee.

          The Company (as defined below) has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its 9 1/4% Senior Subordinated Notes due 2013 to be issued in one or more series as provided in this Indenture. Each of the initial Guarantors has duly authorized the execution and delivery of this Indenture to provide for a guarantee of the Notes and certain of the Company’s obligations under this Indenture. All things necessary to make this Indenture a valid agreement of the Company and the initial Guarantors, in accordance with its terms, have been done.

          The Company, the Guarantors and the Trustee (as defined below) agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 9 1/4% Senior Subordinated Notes due 2013:

ARTICLE ONE
DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01. Definitions.

          “144A Global Note” means a global note substantially in the form of Exhibit A bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, that shall be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

          “Additional Interest” means all additional interest owing on the Notes pursuant to the Registration Rights Agreement.

          “Additional Notes” means an unlimited maximum aggregate principal amount of Notes (other than the Notes issued on the date hereof) issued under this Indenture in accordance with Sections 2.02 and 4.09.

          ‘‘Applicable Premium’’means, with respect to a Note at any date of redemption, the greater of (1) 1.0% of the principal amount of such Note and (2) the excess of (A) the present value at such date of redemption of (i) the redemption price of such Note at August 15, 2009 (such redemption price as described in Section 3.07) plus (ii) all remaining required interest payments due on such Note through August 15, 2009 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Note.

          “Affiliate” of any specified Person means (1) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (2) any executive officer or director of such specified Person. For purposes of this definition, ‘‘control,’’ as used with respect to any Person, will mean the possession, directly

1

or indirectly,of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms ‘‘controlling,’’ ‘‘controlled by’’ and ‘‘under common control with’’ will have correlative meanings.

          “Agent” means any Registrar or Paying Agent.

          “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

          ‘‘Asset Sale’’ means:

          (1) the sale, lease, conveyance or other disposition of any assets, other than a transaction governed by the provisions of Section 4.14 and/or the provisions of Section 5.01; and

          (2) the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale by the Company or any Restricted Subsidiary thereof of Equity Interests in any of its Subsidiaries (other than directors’ qualifying shares and shares issued to foreign nationals to the extent required by applicable law).

     Notwithstanding the preceding, the following items will be deemed not to be Asset Sales:

          (1) any single transaction or series of related transactions that involves assets or Equity Interests having a Fair Market Value of less than $1.0 million;

          (2) a transfer of assets or Equity Interests between or among the Company and its Restricted Subsidiaries;

          (3) an issuance or sale of Equity Interests by a Restricted Subsidiary of the Company to the Company or to another Restricted Subsidiary;

          (4) the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business;

          (5) the sale or other disposition of Cash Equivalents;

          (6) dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings;

          (7) a Restricted Payment that is permitted by Section 4.07 and any Permitted Investments;

          (8) any sale or disposition of any property or equipment that has become damaged, worn out, or obsolete; and

2

          (9) the creation of a Lien not prohibited by the Indenture.

          “Bankruptcy Law” means title 11 of the United States Code or any similar federal or state law for the relief of debtors.

          “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular ‘‘person’’ (as that term is used in Section 13(d)(3) of the Exchange Act), such ‘‘person’’ will be deemed to have beneficial ownership of all securities that such ‘‘person’’ has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms ‘‘Beneficial Owners’’, ‘‘Beneficially Owns’’ and ‘‘Beneficially Owned’’ will have a corresponding meaning.

          “Board of Directors” means:

          (1) with respect to a corporation, the board of directors of the corporation or, except in the context of the definitions of ‘‘Change of Control’’ and ‘‘Continuing Directors,’’ a duly authorized committee thereof ;

          (2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

          (3) with respect to any other Person, the board or committee of such Person serving a similar function.

          “Board Resolution” means a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors of the Company and to be in full force and effect on the date of such certification.

          “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

          “Business Day” means any day other than a Legal Holiday.

          ‘‘Capital Lease Obligation’’ means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

          ‘‘Capital Stock’’ means:

          (1) in the case of a corporation, any corporate stock;

          (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

          (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

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          (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

          ‘‘Cash Equivalents’’ means:

          (1) United States dollars, or in the case of a Subsidiary other than a Domestic Subsidiary, such local currencies held by it in the ordinary course of business;

          (2) securities issued or directly and fully guaranteed or insured by the United States government, or any member state of the European Union in which the Company or any Subsidiary operates or anticipates operating within the 12 months, or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) maturing, unless such securities are deposited to defease any Indebtedness, not more than one year from the date of acquisition;

          (3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a rating at the time of acquisition thereof of P-1 or better from Moody’s Investors Service, Inc. or A-1 or better from Standard & Poor’s Rating Services;

          (4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

          (5) commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and in each case maturing within one year after the date of acquisition;

          (6) securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America, or any member state of the European Union in which the Company or any Subsidiary operates or anticipates operating within the next 12 months, or by any political subdivision or taxing authority thereof, rated at least ‘‘A’’ by Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and having maturities of not more than six months from the date of acquisition;

          (7) in the case of any Restricted Subsidiary located in a country that is outside the United States and the European Union (in which the Company or its Restricted Subsidiary is operating or anticipates operating within the next 12 months), any substantially similar investment to the kinds described in clauses (1) through (6) of this definition obtained in the ordinary course of business and rated the lower of (i) at least P-1 by Moody’s or A-1 by S&P or the equivalent thereof and (ii) the highest ranking obtainable in the applicable jurisdiction; and

          (8) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition.

          ‘‘Change of Control’’ means the occurrence of any of the following:

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          (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to any ‘‘person’’ (as that term is used in Section 13(d)(3) of the Exchange Act), other than to any of the Principals or Related Parties;

          (2) the adoption of a plan relating to the liquidation or dissolution of the Company;

          (3) prior to the first public offering of Common Stock of the Company, the Principals or the Related Parties cease to be the ultimate Beneficial Owners, directly or indirectly, of a majority in the aggregate of the total voting power of the Voting Stock of the Company, on a fully diluted basis, whether as a result of issuance of securities of the Company, any merger, consolidation, liquidation or dissolution of the Company or a Parent, or any direct or indirect transfer of securities by the Company, or otherwise (for the avoidance of doubt, pro rata distributions in kind of Equity Interests of the Company by any Principal to its general and/or limited partners will be disregarded for this clause (3));

          (4) on and following the first public offering of Common Stock of the Company, any ‘‘person’’ or ‘‘group’’ (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than any of the Principals or Related Parties, becomes the ultimate Beneficial Owner, directly or indirectly, of 50% or more of the voting power of the Voting Stock of the Company;

          (5) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or

          (6) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance), and any transaction where immediately after such transaction, no ‘‘person’’ or ‘‘group’’ (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), becomes, directly or indirectly, the ultimate Beneficial Owner of 50% or more of the voting power of the Voting Stock of the surviving or transferee Person.

          “Clearstream” means Clearstream Banking S.A. and any successor thereto.

          “Company” means Cardtronics, Inc., a Delaware corporation, until a successor replaces it pursuant to Article Five and thereafter means the successor.

          ‘‘Commission’’ means the U.S. Securities and Exchange Commission.

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          ‘‘Common Stock’’ means, with respect to any Person, any Capital Stock (other than Preferred Stock) of such Person, whether outstanding on the Issue Date or issued thereafter.

          ‘‘Consolidated Cash Flow’’ means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:

          (1) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

          (2) Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that any such Fixed Charges were deducted in computing such Consolidated Net Income; plus

          (3) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other noncash expenses were deducted in computing such Consolidated Net Income; minus

          (4) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue consistent with past practice;

in each case, on a consolidated basis and determined in accordance with GAAP.

          Solely for the purpose of determining the amount available for Restricted Payments under Section 4.07, notwithstanding the preceding, the provision for taxes based on the income or profits of, the Fixed Charges of and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of the Company shall be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company (A) in the same proportion that the Net Income of such Restricted Subsidiary was added to compute such Consolidated Net Income of the Company and (B) only to the extent that a corresponding amount would be permitted at the date of determination to be dividended or distributed to the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

          ‘‘Consolidated Net Assets’’ of any Person means, as of any date, the amount which in accordance with GAAP, would be set forth under the caption ‘‘Total Assets’’ (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, as of the end of the most recently ended fiscal quarter for which internal financial statements are available, less current liabilities; provided that, for purposes of determining Consolidated Net Assets, the principal amount of any intercompany Indebtedness that would otherwise be included in the definition of ‘‘current liabilities’’ under GAAP, will not be so included to the extent that

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such intercompany Indebtedness is expressly subordinated by its terms to the Indebtedness evidenced by the Notes and the Guarantees.

          ‘‘Consolidated Net Income’’ means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

          (1) the Net Income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the specified Person or a Restricted Subsidiary thereof;

          (2) Solely for the purpose of determining the amount available for Restricted Payments under Section 4.07, the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its equity holders, unless such restriction has been waived: provided that Consolidated Net Income for such Restricted Subsidiary will be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Restricted Subsidiary in respect to such period, to the extent not already included therein;

          (3) the Net Income of any Person acquired during the specified period for any period prior to the date of such acquisition will be excluded;

          (4) the cumulative effect of a change in accounting principles will be excluded;

          (5) the amortization or write off of fees and expenses incurred in connection with the acquisition or integration of a Permitted Business or assets used in a Permitted Business will be excluded;

          (6) any net after tax gain (or loss) realized upon the sale or other disposition of any assets of the Company, its Consolidated Subsidiaries or any other Person (including pursuant to any sale-and-leaseback arrangement) which is not sold or otherwise disposed of in the ordinary course of business and any net after tax gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person will be excluded;

          (7) extraordinary gains or losses will be excluded;

          (8) any non-cash compensation charge or expense realized from grants of stock, stock appreciation or similar rights, stock option or other rights to officers, directors and employees or the Company or any of its Restricted Subsidiaries will be excluded; and

          (9) any unusual, nonoperating or nonrecurring gain, loss, charge or write-down of assets will be excluded.

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          ‘‘Continuing Directors’’ means, as of any date of determination, any member of the Board of Directors of the Company who:

          (1) was a member of such Board of Directors on the Issue Date; or

          (2) was nominated for election or elected to such Board of Directors (i) with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election or (ii) the nominating committee of the Board of Directors so long as it consists of Continuing Directors appointed to serve on the nominating committee in accordance with the First Amended and Restated Investors Agreement dated February 10, 2005.

          “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 14.02 or such other address as to which the Trustee may give notice to the Company.

          ‘‘Credit Agreement’’ means that certain Third Amended and Restated First Lien Credit Agreement, dated as of May 17, 2005, by and among the Company and the other lenders named therein, providing for up to $30 million in term loan borrowings and up to $150 million of revolving credit borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced, restructured, increased, supplemented or refinanced in whole or in part from time to time, regardless of whether such amendment, restatement, modification, renewal, refunding, replacement, restructuring, increase, supplement or refinancing is with the same financial institutions or otherwise.

          ‘‘Credit Facilities’’ means, one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper facilities, in each case with banks or other institutional lenders, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

          “Custodian” means the Trustee, as custodian with respect to the Global Notes, or any successor entity thereto.

          “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

          “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.07, substantially in the form of Exhibit A, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

          “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.04 as the Depositary with respect to the

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Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

          ‘‘Designated Non-Cash Consideration’’ means the Fair Market Value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

          “Designated Senior Debt” means:

          (1) any Indebtedness outstanding under the Credit Agreement; and

          (2) to the extent permitted under the Credit Agreement, any other Senior Debt permitted under the Indenture the amount of which is $25.0 million or more and that has been designated by the Company as “Designated Senior Debt.”

          “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 123 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the provisions of Section 4.07. The term ‘‘Disqualified Stock’’ will also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one year after the date on which the Notes mature. For the avoidance of doubt, the existing Preferred Stock is not Disqualified Stock.

          “Domestic Subsidiary” means any Restricted Subsidiary of the Company other than a Restricted Subsidiary that is (1) a ‘‘controlled foreign corporation’’ under Section 957 of the Internal Revenue Code (a) whose primary operating assets are located outside the United States and (b) that is not subject to tax under Section 882(a) of the Internal Revenue Code of the United States because of a trade or business within the United States or (2) a Subsidiary of an entity described in the preceding clause (1).

          ‘‘Equity Offering’’ means any public or private placement of Capital Stock (other than Disqualified Stock) of the Company (other than pursuant to a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of the Company) to any Person other than any Subsidiary thereof.

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          “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

          “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, and any successor thereto.

          ‘‘European Union’’ means the European Union or any successor thereto as constituted on the date of determination.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          “Exchange Notes” means the Notes issued in the Exchange Offer in accordance with Section 2.07(f).

          “Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

          “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

          ‘‘Existing Indebtedness’’ means the aggregate amount of Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement or under the Notes and the related Note Guarantees) in existence on the Issue Date after giving effect to the application of the proceeds of (1) the Notes and (2) any borrowings made under the Credit Agreement on the Issue Date, until such amounts are repaid.

          ‘‘Existing Preferred Stock’’ means the Company’s Series B Convertible Preferred Stock.

          ‘‘Fair Market Value’’ means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors of the Company, whose determination, unless otherwise specified below, will be conclusive if evidenced by a Board Resolution.

          Notwithstanding the foregoing, (1) the Board of Directors’ determination of Fair Market Value must be evidenced by a Board Resolution attached to an Officers’ Certificate delivered to the Trustee if the Fair Market Value exceeds $5.0 million and (2) the Board of Directors’ determination of Fair Market Value must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $25.0 million.

          ‘‘Fixed Charges’’ means, with respect to any specified Person for any period, the sum, without duplication, of:

          (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, excluding amortization of debt issuance

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costs and the expensing of any financing fees, but including original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus

          (2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

          (3) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

          (4) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary of the Company, in each case, on a consolidated basis and in accordance with GAAP.

          ‘‘Fixed Charge Coverage Ratio’’ means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the ‘‘Calculation Date’’), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of such period.

          In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

          (1) acquisitions and dispositions of business entities or property and assets constituting a division or line of business of any Person that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on a pro forma basis, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

          (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, will be excluded;

          (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP will be excluded, but only to the extent that the obligations giving rise to

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such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

          (4) consolidated interest expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate will be computed as if the average rate in effect from the beginning of the applicable period to the Calculation Date (taking into account any interest rate option, swap, cap or similar agreement applicable to such Indebtedness if such agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period; and

          (5) if any Indebtedness is incurred under a revolving credit facility and is being given pro forma effect in such calculation, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation to the extent that such Indebtedness was incurred solely for working capital purposes.

          “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date.

          “Global Note Legend” means the legend set forth in Section 2.07(g)(ii), which is required to be placed on all Global Notes issued under this Indenture.

          “Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A, issued in accordance with Section 2.01 or Section 2.07.

          “Government Securities” means securities that are direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged.

          “Guarantee” means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.

          ‘‘Guarantors’’ means:

          (1) the Initial Guarantors; and

          (2) any other subsidiary that executes a Note Guarantee in accordance with the provisions of the Indenture;

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and their respective successors and assigns until released from their obligations under their Note Guarantees and the Indenture in accordance with the terms of the Indenture.

          ‘‘Hedging Obligations’’ means, with respect to any specified Person, the obligations of such Person under:

          (1) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements with respect to interest rates;

          (2) commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements with respect to commodity prices; and

          (3) foreign exchange contracts, currency swap agreements and other agreements or arrangements with respect to foreign currency exchange rates.

          “Holder” means a Person in whose name a Note is registered.

          ‘‘Immaterial Subsidiary’’ means, as of any date of determination, any Restricted Subsidiary whose total assets as of the most recently completed fiscal quarter were less than $1.0 million and whose total revenues for the most recently completed 12-month fiscal period did not exceed $1.0 million; provided that a Restricted Subsidiary will not be deemed to be an Immaterial Subsidiary if (1) such Restricted Subsidiary directly or indirectly guarantees any Indebtedness of the Company or any other Subsidiary or (2) either the total assets or total revenues of such Restricted Subsidiary exceeds the amount set forth above.

          “Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, guarantee or otherwise become directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness (and ‘‘Incurrence’’ and ‘‘Incurred’’ will have meanings correlative to the foregoing); provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Company shall be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Company and (2) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Stock or Preferred Stock (to the extent provided for when the Indebtedness or Disqualified Stock or Preferred Stock on which such interest or dividend is paid was originally issued) will be considered an Incurrence of Indebtedness; provided that, in each case, the amount thereof is for all other purposes included in the Fixed Charges and Indebtedness of the Company or its Restricted Subsidiary as accrued.

          ‘‘Indebtedness’’ means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

          (1) in respect of borrowed money;

          (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

13

          (3) in respect of banker’s acceptances;

          (4) in respect of Capital Lease Obligations;

          (5) in respect of the balance deferred and unpaid of the purchase price of any property or services, except any such balance that constitutes an accrued expense or trade payable;

          (6) representing Hedging Obligations;

          (7) representing Disqualified Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends;

          (8) in the case of a Subsidiary of such Person, representing Preferred Stock valued at greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends.

          In addition, the term ‘‘Indebtedness’’ includes (x) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), provided that the amount of such Indebtedness will be the lesser of (A) the Fair Market Value of such asset at such date of determination and (B) the amount of such Indebtedness, (y) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person, and (z) Preferred Stock issued by any Restricted Subsidiary. For purposes hereof, the ‘‘maximum fixed repurchase price’’ of any Disqualified Stock or Preferred Stock which does not have a fixed repurchase price will be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock, as applicable, as if such Disqualified Stock or Preferred Stock were repurchased on any date on which Indebtedness will be required to be determined pursuant to the Indenture.

          The amount of any Indebtedness outstanding as of any date will be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and will be:

          (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

          (2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

Notwithstanding the foregoing, the following items of Indebtedness will be permitted:

          (1) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence;

14

          (2) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit in respect of workers’ compensation claims or self-insurance obligations or bid, performance or surety bonds (in each case, other than for an obligation for borrowed money);

          (3) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit or in the Incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or Incurrence;

          (4) the Incurrence by the Company of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes;

          (5) any Indebtedness which has been defeased in accordance with GAAP; and

          (6) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the amount so indemnified or otherwise Incurred does not exceed the gross proceeds actually received by the Company or any Restricted Subsidiary thereof in connection with such disposition.

          “Indenture” means this Indenture, as amended or supplemented from time to time.

          “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

          ‘‘Initial Guarantors’’ means all of the Domestic Subsidiaries of the Company.

          “Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who is not also a QIB.

          ‘‘Investment Grade Rating’’ means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and a rating equal to or higher than BBB- (or the equivalent) by Standard and Poor’s, in each case with stable or better outlook; or, if ratings by either of Moody’s or Standard and Poor’s are not available, an equivalent rating with stable or better outlook by another Rating Agency.

          ‘‘Investments’’ means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans or other extensions of credit (including Guarantees), advances, capital contributions (by means of any

15

transfer of cash or other property to others or any payment for property or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

          If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company that is a Guarantor such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company and a Guarantor, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Investment in such Subsidiary not sold or disposed of. The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person.

          “Issue Date” means the date of the original issuance of the Notes under this Indenture.

          “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

          “Legended Regulation S Global Note” means a Global Note in the form of Exhibit A bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

          “Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

          ‘‘Lien’’ means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

          ‘‘Moody’s’’ means Moody’s Investors Service, Inc. and any successor to its rating agency business.

          ‘‘Net Income’’ means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends, excluding, however:

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          (1) any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any sale of assets outside the ordinary course of business of such Person; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

          (2) any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss).

          ‘‘Net Proceeds’’ means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof) received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of

          (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting, investment banking and brokerage fees, and sales commissions, and any relocation expenses incurred as a result thereof,

          (2) taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements,

          (3) amounts required to be applied to the repayment of Indebtedness or other liabilities, secured by a Lien on the asset or assets that were the subject of such Asset Sale, or is required to be paid as a result of such sale,

          (4) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP,

          (5) in the case of any Asset Sale by a Restricted Subsidiary of the Company, payments to holders of Equity Interests in such Restricted Subsidiary in such capacity (other than such Equity Interests held by the Company or any Restricted Subsidiary thereof) to the extent that such payment is required to permit the distribution of such proceeds in respect of the Equity Interests in such Restricted Subsidiary held by the Company or any Restricted Subsidiary thereof; and

          (6) appropriate amounts to be provided by the Company or its Restricted Subsidiaries as a reserve against liabilities associated with such Asset Sale, including, without limitation, pension and other post employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in accordance with GAAP; provided that (a) excess amounts set aside for payment of taxes pursuant to clause (2) above remaining after such taxes have been paid in full or the statute of limitations therefor has expired and (b) amounts initially held in reserve pursuant to clause (6) no longer so held, will, in the case of each of subclause (a) and (b), at that time become Net Proceeds.

          “Non-U.S. Person” means a Person who is not a U.S. Person.

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          “Note Guarantee” means a Guarantee of the Notes pursuant to this Indenture.

          “Notes” means the 9 1/4% Senior Subordinated Notes due 2013 of the Company issued on the date hereof and any Additional Notes, including any Exchange Notes. The Notes and the Additional Notes (including any Exchange Notes), if any, shall be treated as a single class for all purposes under this Indenture.

          “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

          “Offering Memorandum” means the offering memorandum, dated August 3, 2005, relating to the Company’s 9 1/4% Senior Subordinated Notes due 2013.

          “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

          “Officers’ Certificate” means a certificate signed on behalf of the Company by at least two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of the Indenture.

          “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee (who may be counsel to or an employee of the Company) that meets the requirements of the Indenture.

          “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and with respect to DTC, shall include Euroclear and Clearstream).

          ‘‘Permitted Business’’ means any business conducted or proposed to be conducted (as described in the offering memorandum) by the Company and its Restricted Subsidiaries on the Issue Date and other businesses reasonably related or ancillary thereto.

          ‘‘Permitted Investments’’ means:

          (1) any Investment in the Company or in a Restricted Subsidiary of the Company;

          (2) any Investment in Cash Equivalents;

          (3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

          (a) such Person becomes a Restricted Subsidiary of the Company; or

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(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

          (4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the provisions of Section 4.10;

          (5) Hedging Obligations that are Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnifies and compensation payable thereunder;

          (6) stock, obligations or securities received in satisfaction of judgments;

          (7) advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Company or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business;

          (8) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries that are expected at the time of such advance ultimately to be recorded as an expense in conformity with GAAP;

          (9) Investments in any Person received in settlement of debts created in the ordinary course of business and owing to the Company or any of its Subsidiaries or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any debtor;

          (10) Investments existing on the Issue Date;

          (11) endorsements of negotiable instruments and documents in the ordinary course of business;

          (12) acquisitions of assets, Equity Interests or other securities by the Company for consideration consisting of Equity Interests (other than Disqualified Stock) of the Company;

          (13) Investments in the Notes;

          (14) Investments in a joint venture engaged in a Permitted Business in an amount, together with any other amount under this clause (14), not to exceed 7.5% of the Company’s Consolidated Net Assets; and

          (15) other Investments in any Person (provided that any such Person is not an Affiliate of the Company or is an Affiliate of the Company solely because the Company, directly or indirectly, owns Equity Interests in, or controls, such Person) having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to

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subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15) since the Issue Date, not to exceed $10.0 million.

          “Permitted Junior Securities” means:

          (1) Equity Interests in the Company or any Guarantor or any other business entity provided for by a plan or reorganization; and

          (2) debt securities of the Company or any Guarantor or any other business entity provided for by a plan of reorganization that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to the same extent as, or to a greater extent than, the Notes and the Note Guarantees are subordinated to Senior Debt under the Indenture.

          ‘‘Permitted Liens’’ means:

          (1) Liens on the assets of the Company, Guarantor and any Restricted Subsidiary that is not a Domestic Subsidiary securing Senior Debt that was permitted by the terms of the Indenture to be Incurred;

          (2) Liens in favor of the Company or any Restricted Subsidiary that is a Guarantor;

          (3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary;

          (4) Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any property other than the property so acquired by the Company or the Restricted Subsidiary;

          (5) Liens securing the Notes and the Note Guarantees;

          (6) Liens existing on the Issue Date;

          (7) Liens securing Permitted Refinancing Indebtedness; provided that such Liens do not extend to any property or assets other than the property or assets that secure the Indebtedness being refinanced;

          (8) Liens on property or assets used to defease or to satisfy and discharge Indebtedness; provided that (a) the Incurrence of such Indebtedness was not prohibited by the Indenture and (b) such defeasance or satisfaction and discharge is not prohibited by the Indenture;

          (9) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other kinds of social

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security, or to secure the payment or performance of tenders, bids, contracts (other than contracts for the payment of Indebtedness) or leases to which such Person is a party, statutory or regulatory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business (including lessee or operator obligations under statutes, governmental regulations or instruments related to the ownership, exploration and production of oil, gas and minerals on state or federal lands or waters);

          (10) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

          (11) statutory liens of landlords, mechanics, suppliers, vendors, warehousemen, carriers or other like Liens arising in the ordinary course of business;

          (12) prejudgment liens and judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceeding that may have been duly initiated for the review of such judgment has not been finally terminated or the period within which such proceeding may be initiated has not expired;

          (13) Liens constituting survey exceptions, encumbrances, easements, and reservations of, and rights to others for, rights-of-way, zoning and other restrictions as to the use of real properties, and minor defects of title which, in the case of any of the foregoing, do not secure the payment of borrowed money, and in the aggregate do not materially adversely affect the value of the assets of the Company and its Restricted Subsidiaries, taken as a whole, or materially impair the use of such properties for the purposes of which such properties are held by the Company or such Subsidiaries;

          (14) Liens securing Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is incurred or created (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be incurred or created more than 180 days after the later of the date of acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien; and

          (15) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed $5.0 million at any one time outstanding.

          ‘‘Permitted Refinancing Indebtedness’’ means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

21

          (1) the principal amount (or accreted value or liquidation preference, if applicable) of such Permitted Refinancing Indebtedness does not exceed the amount (or accreted value or liquidation preference, if applicable) the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued and unpaid interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable expenses incurred in connection therewith);

          (2) such Permitted Refinancing Indebtedness has a final maturity date (or redemption date, if applicable) later than the final maturity date (or redemption date, if applicable) of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

          (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or the Note Guarantees, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of the Notes, and is subordinated in right of payment to, the Notes on terms at least as favorable, taken as a whole, to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

          (4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of payment with the Notes or any Note Guarantees, such Permitted Refinancing Indebtedness is pari passu with, or subordinated in right of payment to, the Notes or such Note Guarantees; and

          (5) such Indebtedness is Incurred by either (a) the Restricted Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded or (b) the Company; provided, however, that a Restricted Subsidiary that is also a Guarantor may guarantee Permitted Refinancing Indebtedness incurred by the Company, whether or not such Restricted Subsidiary was an obligor or guarantor of the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

          ‘‘Person’’ means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

          ‘‘Preferred Stock’’ means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions upon liquidation.

          ‘‘Principals’’ means CapStreet II, L.P., CapStreet Parallel II, L.P. and TA Associates, Inc., TA IX L.P., TA/Atlantic and Pacific IV L.P., TA/Atlantic and Pacific V L.P., TA Strategic Partners Fund A L.P., TA Strategic Partners Fund B L.P., TA Investors II, L.P.

          “Private Placement Legend” means the legend set forth in Section 2.07(g)(i) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

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          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.

          ‘‘Rating Agency’’ means Standard & Poor’s and Moody’s or if Standard & Poor’s or Moody’s, or both will not make a rating on any series of Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as testified by a resolution of the Board of Directors of the Company), which agency will be substituted for Standard & Poor’s or Moody’s or both, as the case may be.

          ‘‘Registration Rights Agreement’’ means (1) with respect to the Notes issued on the Issue Date, the Registration Rights Agreement, to be dated the Issue Date, among the Company, the Initial Guarantors, and Banc of America Securities LLC and (2) with respect to any Additional Notes, any registration rights agreement between the Company and the other parties thereto relating to the registration by the Company of such Additional Notes under the Securities Act.

          “Regulation S” means Regulation S promulgated under the Securities Act.

          “Regulation S Global Note” means a Legended Regulation S Global Note or an Unlegended Regulation S Global Note, as appropriate.

          ‘‘Related Party’’ means (1) any Affiliate of any Principal, including any controlling stockholder, partner, member, Subsidiary or immediate family member (in the case of an individual) of any Principal, and including any equity fund advised by any such Person, but excluding any portfolio company of any such Person and (2) limited partners or members of any investment fund involved within the definition of ‘‘Principal’’ with respect to Equity Interests of the Company received as distributions in kind from such Principal; provided that, as a result of such distribution, no such limited partner or member will ‘‘control’’ the Company as such term is defined under the definition of ‘‘Affiliate.’’

          ‘‘Replacement Assets’’ means (1) non-current assets that will be used or useful in a Permitted Business or (2) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary that is a Guarantor.

          “Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

          “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

          “Restricted Global Note” means a Global Note bearing the Private Placement Legend.

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          “Restricted Investment” means an Investment other than a Permitted Investment.

          “Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

          “Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

          “Rule 144” means Rule 144 promulgated under the Securities Act.

          “Rule 144A” means Rule 144A promulgated under the Securities Act.

          “Rule 903” means Rule 903 promulgated under the Securities Act.

          “Rule 904” means Rule 904 promulgated under the Securities Act.

          “SEC” means the Securities and Exchange Commission.

          “Securities Act” means the Securities Act of 1933, as amended.

          “Senior Debt” of any Person means:

          (1) all Indebtedness of such Person outstanding under the Credit Agreement and all Hedging Obligations with respect thereto, whether outstanding on the Issue Date or Incurred thereafter;

          (2) any other Indebtedness of such Person permitted to be Incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is Incurred expressly provides that it is on a parity with or is subordinated in right of payment to the Notes or any Note Guarantee; and

          (3) all Obligations with respect to the items listed in the preceding clauses (1) and (2) (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law).

          Notwithstanding anything to the contrary in the preceding paragraph, Senior Debt will not include:

          (1) any liability for federal, state, local or other taxes owed or owing by the Company or any Guarantor;

          (2) any Indebtedness of the Company or any Guarantor to any of their Subsidiaries or other Affiliates;

          (3) any trade payables;

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          (4) the portion of any Indebtedness that is Incurred in violation of the Indenture, provided that a good faith determination by the Board of Directors of the Company evidenced by a Board Resolution, or a good faith determination by the Chief Financial Officer of the Company evidenced by an officer’s certificate, that any Indebtedness being incurred under the Credit Agreement is permitted by the Indenture will be conclusive;

          (5) any Indebtedness of the Company or any Guarantor that, when Incurred, was without recourse to the Company or such Guarantor;

          (6) any repurchase, redemption or other obligation in respect of Disqualified Stock or Preferred Stock; or

          (7) any Indebtedness owed to any employee of the Company or any of its Subsidiaries.

          “Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

          “Significant Subsidiary” means any Subsidiary that would constitute a “significant subsidiary” within the meaning of Article 1 of Regulation S-X under the Securities Act.

          “Standard & Poor’s’’ means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

          “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

          “Subsidiary” means, with respect to any specified Person:

          (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

          (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

          ‘‘Subsidiary Guarantors’’ means:

          (1) each direct or indirect Domestic Subsidiary of the Company on the date of the Indenture; and

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          (2) any other subsidiary that executes a Note Guarantee in accordance with the provisions of the Indenture.

          ‘‘Treasury Rate’’ means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days prior to the date fixed for prepayment (or, if such Statistical Release is no longer published, any publicly available source for similar market data)) most nearly equal to the then remaining term of the Notes to August 15, 2009; provided, however, that if the then remaining term of the Notes to August 15, 2009 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the then remaining term of the Notes to August 15, 2009 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

          “TIA” means the Trust Indenture Act of 1939, as in effect on the date on which this Indenture is qualified under the TIA.

          “Trustee” means Wells Fargo Bank, National Association, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

          “Unlegended Regulation S Global Note” means a permanent global Note in the form of Exhibit A bearing the Global Note Legend, deposited with or on behalf of and registered in the name of the Depositary or its nominee and issued upon expiration of the Restricted Period.

          “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

          “Unrestricted Global Note” means a permanent Global Note substantially in the form of Exhibit A that bears the Global Note Legend, that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, that is deposited with or on behalf of and registered in the name of the Depositary, representing a series of Notes, and that does not bear the Private Placement Legend.

          “Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution in compliance with the provisions of Section 4.16 and any Subsidiary of such Subsidiary.

          “U.S. Person” means a U.S. person as defined in Rule 902(o) under the Securities Act.

          “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is ordinarily entitled to vote in the election of the Board of Directors of such Person.

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          ‘‘Weighted Average Life to Maturity’’ means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

          (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

          (2) the then outstanding principal amount of such Indebtedness.

Section 1.02. Other Definitions.

	Defined in
Term	Section
“Affiliate Transaction”		4.11
“Asset Sale Offer”		4.10
“Authentication Order”		2.02
“Change of Control Offer”		4.14
“Change of Control Payment”		4.14
“Change of Control Payment Date”		4.14
“Covenant Defeasance”		8.03
“DTC”		2.01
“Event of Default”		6.01
“Legal Defeasance”		8.02
“nonpayment default”		11.03
“Offer Amount”		3.08
“Offer Period”		3.08
“offshore transaction”		2.07
“Paying Agent”		2.04
“Payment Blockage Notice”		11.03
“Payment Default”		6.01
“Permitted Debt”		4.09
“Purchase Date”		3.08
“Registrar”		2.04
“Related Proceedings”		14.09
“Repurchase Offer”		3.08
“Restricted Payments”		4.07
“Specified Courts”		14.09

Section 1.03. Incorporation by Reference of Trust Indenture Act.

          Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

          The following TIA terms used in this Indenture have the following meanings:

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          “indenture securities” means the Notes and the Note Guarantees;

          “indenture security holder” means a Holder of a Note;

          “indenture to be qualified” means this Indenture;

          “indenture trustee” or “institutional trustee” means the Trustee; and

          “obligor” on the Notes means the Company, the Guarantors and any successor obligor upon the Notes or the Note Guarantees.

          All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rules under the TIA have the meanings so assigned to them.

Section 1.04. Rules of Construction. Unless the context otherwise requires:

(a)	a term has the meaning assigned to it;
(b)	an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;
(c)	“or” is not exclusive;
(d)	words in the singular include the plural, and in the plural include the singular;
(e)	“herein”, “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Section, Article or other subdivision;
(f)	“$,” “U.S. Dollars” and “United States Dollars” each refer to United States dollars, or such other money of the United States that at time of payment is legal tender for payment of public and private debts;
(g)	all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to this Indenture unless otherwise indicated; and
(h)	references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time.

ARTICLE TWO
THE NOTES

Section 2.01. Form and Dating.

          (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its

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authentication. The Notes shall be issued in registered form without interest coupons in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

          The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

          (b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A (and shall include the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or, if the Custodian and the Trustee are not the same Person, by the Custodian at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.07.

          (c) Regulation S Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Legended Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for The Depository Trust Company (“DTC”) in New York, New York, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Legended Regulation S Global Note may be exchanged for beneficial interests in Unlegended Regulation S Global Notes pursuant to Section 2.07 and the Applicable Procedures. Simultaneously with the authentication of Unlegended Regulation S Global Notes, the Trustee shall cancel the Legended Regulation S Global Note. The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

          (d) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream.

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Section 2.02. Execution and Authentication.

               At least one Officer of the Company shall sign the Notes for the Company by manual or facsimile signature.

               If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

               A Note shall not be valid until authenticated by the manual signature of the Trustee. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

               The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited.

               The Company may, subject to Article Four of this Indenture and applicable law, issue Additional Notes under this Indenture, including Exchange Notes. The Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture.

               At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of a written order of the Company signed by an Officer of the Company (an “Authentication Order”), authenticate Notes for original issue in an aggregate principal amount specified in such Authentication Order. The Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated.

               The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Section 2.03. Methods of Receiving Payments on the Notes.

               If a Holder has given wire transfer instructions to the Company, the Company shall pay all principal, interest and premium and Additional Interest, if any, on that Holder’s Notes in accordance with those instructions. All other payments on Notes shall be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

Section 2.04. Registrar and Paying Agent.

               (a) The Company shall maintain a registrar with an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and a paying agent with an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term

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“Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall promptly notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

               (b) The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

               (c) The Company initially appoints DTC to act as Depositary with respect to the Global Notes.

Section 2.05. Paying Agent to Hold Money in Trust.

               The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Additional Interest, if any, or interest on the Notes, and shall notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or one of its Subsidiaries) shall have no further liability for the money. If the Company or one of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

Section 2.06. Holder Lists.

               The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA Section 312(a).

Section 2.07. Transfer and Exchange.

               (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes shall be exchanged by the Company for Definitive Notes if (i) DTC (A) notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes and the Company fails to appoint a successor Depositary within 90 days after receiving such notice or (B) has ceased to be a clearing agency registered under the Exchange Act and the Company fails

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to appoint a successor Depositary within 90 days after becoming aware of such condition; (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes in exchange for Global Notes (in whole but not in part); provided that in no event shall the Legended Regulation S Global Note be exchanged by the Company for Definitive Notes other than in accordance with Section 2.07(c)(ii); or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (f).

               (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

     (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Legended Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.07(b)(i).

     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.07(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive

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Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Legended Regulation S Global Note other than in accordance with Section 2.07(c)(ii). Upon consummation of an Exchange Offer by the Company in accordance with Section 2.07(f), the requirements of this Section 2.07(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Notes pursuant to Section 2.07(i).

     (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.07(b)(ii) above and the Registrar receives the following:

     (A) if the transferee shall take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (1) thereof; and

     (B) if the transferee shall take delivery in the form of a beneficial interest in a Legended Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (2) thereof.

     (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.07(b)(ii) above and:

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (1) it is not an affiliate (as defined in Rule 144) of the Company, (2) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (3) it is acquiring the Exchange Notes in its ordinary course of business;

     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

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          (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

     (D) the Registrar receives the following:

            (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C, including the certifications in item (1)(a) thereof; or

            (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an opinion of counsel in form reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

      If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

      Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

      (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

    (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

        (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C, including the certifications in item (2)(a) thereof;

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     (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B, including the certifications in item (1) thereof;

     (C) [INTENTIONALLY OMITTED];

     (D) [INTENTIONALLY OMITTED];

     (E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than that listed in subparagraph (B) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; or

     (F) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B, including the certifications in item (3)(a) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.07(i), and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.07(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.07(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

     (ii) Beneficial Interests in Legended Regulation S Global Note to Definitive Notes. A beneficial interest in the Legended Regulation S Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to the expiration of the Restricted Period, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

     (iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a

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transfer, certifies in the applicable Letter of Transmittal that (1) it is not an affiliate (as defined in Rule 144) of the Company, (2) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (3) it is acquiring the Exchange Notes in its ordinary course of business;

     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

     (D) the Registrar receives the following:

     (3) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C, including the certifications in item (1)(b) thereof; or

     (4) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit B, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an opinion of counsel in form reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

     (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.07(b)(ii), the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.07(i), and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.07(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such

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beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.07(c)(iv) shall not bear the Private Placement Legend.

     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

     (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

     (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C, including the certifications in item (2)(b) thereof;

     (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B, including the certifications in item (1) thereof;

     (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an “offshore transaction” in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B, including the certifications in item (2) thereof; or

     (D) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B, including the certifications in item (3)(a) thereof,

the Trustee shall cancel the Restricted Definitive Note, and increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S Global Note.

     (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (1) it is not an affiliate (as defined in Rule 144) of the

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Company, (2) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (3) it is acquiring the Exchange Notes in its ordinary course of business;

     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

     (D) the Registrar receives the following:

     (5) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C, including the certifications in item (1)(c) thereof; or

     (6) if the Holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an opinion of counsel in form reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

     Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.07(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

     (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

           If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted

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Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

           (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.07(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.07(e).

     (i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

     (A) if the transfer shall be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (1) thereof;

     (B) [INTENTIONALLY OMITTED]; and

     (C) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

     (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that (1) it is not an affiliate (as defined in Rule 144) of the Company, (2) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (3) it is acquiring the Exchange Notes in its ordinary course of business;

     (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

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     (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

     (D) the Registrar receives the following:

     (7) if the Holder of such Restricted Definitive Note proposes to exchange such Note for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C, including the certifications in item (1)(d) thereof; or

     (8) if the Holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an opinion of counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

     (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

               (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not affiliates (as defined in Rule 144) of the Company, (y) they are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (z) they are acquiring the Exchange Notes in their ordinary course of business and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Global Notes so accepted Unrestricted Global Notes in the appropriate principal amount.

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               (g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

         (i) Private Placement Legend. Except as permitted below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER, THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT

     (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY

     (i)(a) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS),

     (ii) TO THE ISSUER, OR

     (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND

     (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY

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EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.”

     Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.07 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

     (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

(h) Regulation S Global Note Legend. The Regulation S Global Note shall bear a legend in substantially the following form:

THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).

           (i) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.12. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

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           (j) General Provisions Relating to Transfers and Exchanges.

     (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Company’s order or at the Registrar’s request.

     (ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.11, 3.06, 3.08, 4.10, 4.14 and 9.05).

     (iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

     (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid and legally binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

     (v) The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date or (D) to register the transfer of or to exchange a Note tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer.

     (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

     (vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.

     (viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile.

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Section 2.08. Replacement Notes.

               (a) If any mutilated Note is surrendered to the Trustee or the Company or if the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note.

               (b) Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.09. Outstanding Notes.

               (a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.10, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b).

               (b) If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser or protected purchaser.

               (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

               (d) If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of any of the foregoing) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.10. Treasury Notes.

               In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded.

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Section 2.11. Temporary Notes.

               (a) Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

               (b) Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

Section 2.12. Cancellation.

               The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of canceled Notes in accordance with its procedures for the disposition of canceled securities in effect as of the date of such disposition (subject to the record retention requirement of the Exchange Act). Certification of the disposition of all canceled Notes shall be delivered to the Company. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.13. Defaulted Interest.

               If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment date, provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.14. CUSIP Numbers.

               The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change in the “CUSIP” numbers.

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ARTICLE THREE
REDEMPTION AND OFFERS TO
PURCHASE

Section 3.01. Notices to Trustee.

               If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07, it shall furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price.

Section 3.02. Selection of Notes to Be Redeemed.

               (a) If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed among the Holders of the Notes in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption.

               (b) The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. No Notes in amounts of $1,000 or less shall be redeemed in part. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Section 3.03. Notice of Redemption.

               (a) At least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture.

The notice shall identify the Notes to be redeemed and shall state:

(i) the redemption date;

(ii) the redemption price;

(iii) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such

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Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder thereof upon cancellation of the original Note;

     (iv) the name and address of the Paying Agent;

     (v) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price and become due on the date fixed for redemption;

     (vi) that, unless the Company defaults in making such redemption payment, interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date;

     (vii) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

     (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

               (b) At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 3.03(a). The notice, if mailed in the manner provided herein shall be presumed to have been given, whether or not the Holder receives such notice.

Section 3.04. Effect of Notice of Redemption.

               Once notice of redemption is mailed in accordance with Section 3.03, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. Interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date, unless the Company defaults in making the applicable redemption payment. A notice of redemption may not be conditional.

Section 3.05. Deposit of Redemption Price.

               (a) Not later than 11:00 a.m. Eastern Time on the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest and Additional Interest, if any, on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed.

               (b) If the Company complies with the provisions of Section 3.05(a), on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose

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name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with Section 3.05(a), interest shall be paid on the unpaid principal from the redemption date until such principal is paid and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01.

Section 3.06. Notes Redeemed in Part.

               Upon surrender and cancellation of a Note that is redeemed in part, the Company shall issue and the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered. No Notes in denominations of $1,000 or less shall be redeemed in part.

Section 3.07. Optional Redemption.

               (a) The Company shall have the option to redeem the Notes at the redemption prices, on the dates and in the manner provided in paragraph 5 of the Notes.

               (b) Any redemption pursuant to this Section 3.07 shall be made in accordance with the provisions of Sections 3.01 through 3.06.

Section 3.08. Repurchase Offers.

               In the event that, pursuant to Section 4.10 or Section 4.14, the Company shall be required to commence an offer to all Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below.

               The Repurchase Offer shall remain open for a period of no less than 30 days and no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.10 or 4.14 (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer.

               If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer.

               Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state:

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     (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14, and the length of time the Repurchase Offer shall remain open;

     (ii) the Offer Amount, the purchase price and the Purchase Date;

     (iii) that any Note not tendered or accepted for payment shall continue to accrue interest and Additional Interest, if any;

     (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrue interest and Additional Interest, if any, after the Purchase Date;

     (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in integral multiples of $1,000 only;

     (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

     (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder’s election to have such Note purchased;

     (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall, subject in the case of a Repurchase Offer made pursuant to the provisions of Section 4.10, select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and

     (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

               On the Purchase Date, the Company shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, accept for payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five Business Days after the Purchase

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Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer on the Purchase Date.

               The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Repurchase Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.08, 4.10 or 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 3.08, 4.10 or 4.14 by virtue of such compliance.

Section 3.09. No Sinking Fund.

               The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

ARTICLE FOUR
COVENANTS

Section 4.01. Payment of Notes.

               (a) The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or one of its Subsidiaries, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

               (b) The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02. Maintenance of Office or Agency.

               (a) The Company shall maintain in the Borough of Manhattan, The City of New York, an office or agency (which may be an office of the Trustee or Registrar or agent of the

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Trustee or Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

               (b) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

               (c) The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.04 of this Indenture.

Section 4.03. Reports.

               (a) The Company shall furnish to the Trustee and, upon request, to the Holders a copy of all of the information and reports referred to in clauses (i) and (ii) below, if such information and reports are not filed electronically with the Commission, within the time periods specified in the Commission’s rules and regulations:

               (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

               (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

               (b) After consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the Commission, the Company shall comply with the periodic reporting requirements of the Exchange Act and will file the reports specified in the preceding paragraph with the Commission within the time periods specified above unless the Commission will not accept such a filing. The Company shall not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Company’s filings for any reason, the Company shall post the reports referred to in the preceding clause on its website within the time periods that would apply if the Company were required to file those reports with the Commission.

               (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries or if any of the Company’s Subsidiaries are not Guarantors, then the Company shall include a reasonably detailed discussion of the financial condition and results of operations of

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such Unrestricted Subsidiary, or if more than one, of such Unrestricted Subsidiaries, taken as a whole and of such non-Guarantor Subsidiaries taken as a whole, separately in each case, in the section of the Company’s quarterly and annual financial information required by this clause under the caption ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations,’’ and further, in the case of the non-Guarantor Subsidiaries, also include a presentation of the financial condition and results of operations of such non-Guarantor Subsidiaries on the face of the financial statements or in the footnotes thereto, separate from the financial condition and results of operations of the Company and its Restricted Subsidiaries.

               (d) For so long as any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04. Compliance Certificate.

               (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to his or her knowledge, the Company and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company and the Guarantors are taking or propose to take with respect thereto) and that to his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company and the Guarantors are taking or propose to take with respect thereto.

               (b) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, within five Business Days after any Officer becomes aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company and the Guarantors are taking or propose to take with respect thereto.

Section 4.05. Taxes.

               The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, any taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06. Stay, Extension and Usury Laws.

               The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim

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or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07. Restricted Payments.

               (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

               (i) declare or pay (without duplication) any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends, payments or distributions (x) payable in Equity Interests (other than Disqualified Stock) of the Company or (y) to the Company or a Restricted Subsidiary of the Company);

               (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) any Equity Interests of the Company, or any Restricted Subsidiary thereof held by Persons other than the Company or any of its Restricted Subsidiaries;

               (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or any Note Guarantees, except (a) a payment of interest or principal at the Stated Maturity thereof or (b) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or

               (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as ‘‘Restricted Payments’’),

unless, at the time of and after giving effect to such Restricted Payment:

               (A) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and

               (B) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09; and

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               (C) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (iii), (iv), (v), (vi) and (x) of the next succeeding paragraph (b)), is less than the sum, without duplication, of:

     (1) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

     (2) 100% of the aggregate net cash proceeds and the Fair Market Value of assets other than cash received by the Company since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock) of the Company or from the Incurrence of Indebtedness of the Company that has been converted into or exchanged for such Equity Interests (other than Equity Interests sold to, or Indebtedness held by, a Subsidiary of the Company), plus

     (3) with respect to Restricted Investments made by the Company and its Restricted Subsidiaries after the Issue Date, an amount equal to the net reduction in such Restricted Investments in any Person resulting from repayments of loans or advances, or other transfers of assets, in each case to the Company or any Restricted Subsidiary or from the net cash proceeds from the sale of any such Restricted Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income), from the release of any Guarantee (except to the extent any amounts are paid under such Guarantee) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, not to exceed, in each case, the amount of Restricted Investments previously made by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary after the Issue Date; plus

     (4) the amount by which Indebtedness of the Company is reduced on the Company’s most recent quarterly balance sheet upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of the Company convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash or the Fair Market Value of any other property distributed by the Company upon such conversion or exchange) plus the amount of any cash received by the Company upon such conversion or exchange; provided, however, that such amount may not exceed the net proceeds received by the Company or any of its Restricted Subsidiaries from the conversion or exchange of such Indebtedness (excluding Net Proceeds from conversion or exchange by a Subsidiary of the Company or by an employee ownership plan or by a trust established by the Company or any of its Subsidiaries for the benefit of their employees).

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               (b) The preceding provisions will not prohibit, so long as, in the case of clauses (vii) and (xii) below, no Default has occurred and is continuing or would be caused thereby:

               (i) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of this Indenture;

               (ii) the payment of any dividend by a Restricted Subsidiary of the Company to the holders of its Common Stock on a pro rata basis;

               (iii) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness or Disqualified Stock of the Company or any Guarantor or of any Equity Interests of the Company or any Restricted Subsidiary in exchange for, or out of the net cash proceeds of a contribution to the Equity Interests (other than Disqualified Stock) of the Company or a substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests (other than Disqualified Stock) of the Company; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from Section 4.07(a)(iii)(b);

               (iv) the defeasance, redemption, repurchase or other acquisition of Indebtedness subordinated to the Notes or the Note Guarantees with the net cash proceeds from an Incurrence of Permitted Refinancing Indebtedness;

               (v) Investments acquired as a capital contribution to, or in exchange for, or out of the net cash proceeds of a substantially concurrent offering of, Equity Interests (other than Disqualified Stock) of the Company; provided that the amount of any such net cash proceeds that are utilized for any such acquisition or exchange will be excluded from Section 4.07(a)(iii)(b);

               (vi) the repurchase of Capital Stock deemed to occur upon the exercise of options or warrants to the extent that such Capital Stock represents all or a portion of the exercise price thereof;

               (vii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company held by any current or former employee or director of the Company (or any of its Restricted Subsidiaries) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement entered into in the ordinary course of business; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in a calendar year does not exceed $2.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years (without giving effect to the following proviso)) and does not exceed $6.0 million in aggregate; provided further that such amount in any calendar year may be increased by an amount not to exceed (A) the net cash proceeds received by the Company from the sale of Equity Interests (other than Disqualified Stock) of the Company to members of management or directors of the Company and its Restricted Subsidiaries that occurs after the Issue Date (to the extent such cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments) plus (B) the net cash proceeds of key man life insurance policies received by the

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Company and its Restricted Subsidiaries after the Issue Date, less (C) the amount of any Restricted Payments made pursuant to clauses (A) and (B) of this clause (vii);

          (viii) payments in respect of management fees to any of the Principals pursuant to agreements in effect on the Issue Date as described in this Offering Memorandum in an amount not to exceed an aggregate amount of $500,000 in any calendar year;

          (ix) payments of dividends on Disqualified Stock otherwise permitted under this Indenture;

          (x) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company;

          (xi) payments of dividends on the Company’s common stock following the first bona fide underwritten public offering of common stock of the Company after the Closing Date, of up to 6% per annum of the net cash proceeds received by the Company from such public offering; provided however, that (A) at the time of payment of any such dividend, no Default will have occurred and be continuing (or result therefrom), and (B) the aggregate amount of all dividends paid under this clause (xi) will not exceed the aggregate amount of net proceeds received by the Company from such public offering; and

          (xii) other Restricted Payments in an aggregate amount not to exceed $10.0 million.

          (c) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 4.07 were computed, together with a copy of any opinion or appraisal required by this Indenture.

Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

          (i) pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Company or any of its Restricted Subsidiaries or pay any liabilities owed to the Company or any of its Restricted Subsidiaries;

          (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or

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          (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

          (b) However, Section 4.08(a) will not apply to encumbrances or restrictions:

          (i) existing under, by reason of or with respect to the Credit Agreement, Existing Indebtedness or any other agreements in effect on the Issue Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those contained in the Credit Agreement, Existing Indebtedness or such other agreements, as the case may be, as in effect on the Issue Date;

          (ii) set forth in the Indenture, the Notes and the Note Guarantees;

          (iii) existing under, by reason of or with respect to applicable law;

          (iv) with respect to any Person or the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition;

          (v) in the case of Section 4.08(a)(iii):

      (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,

      (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary thereof not otherwise prohibited by this Indenture;

      (C) any encumbrance or restriction arising or existing by reason of construction loans or purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations, in each case to the extent permitted under this Indenture;

      (D) customary restrictions imposed on the transfer of intellectual property in connection with licenses of such intellectual property in the ordinary course of business;

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      (E) encumbrances or restrictions existing under or by reason of provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements, in each case to the extent permitted under the Indenture, so long as any such encumbrances or restrictions are not applicable to any Person (to its property or assets) other than such joint venture or a Subsidiary thereof; or

      (F) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof;

          (vi) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition; and

          (vii) on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.

Section 1.03. Incurrence of Indebtedness.

          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness; provided, however, that the Company or any Guarantor may Incur Indebtedness or Disqualified Stock if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness or Disqualified Stock is Incurred would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness or Disqualified Stock had been Incurred at the beginning of such four-quarter period.

          (b) So long as no Default shall have occurred and be continuing or would be caused thereby. Section 4.09(a) will not prohibit the Incurrence of the following items of Indebtedness (collectively, ‘‘Permitted Debt’’):

          (i) the Incurrence by the Company or any Guarantor of Indebtedness under Credit Facilities (including, without limitation, the Incurrence by the Company and the Guarantors of Guarantees thereof) in an aggregate amount at any one time outstanding pursuant to this clause (1) not to exceed $200.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary thereof to permanently repay any such Indebtedness pursuant to Section 4.10 ; provided that a Restricted Subsidiary that is not a Domestic Subsidiary or a Guarantor of Indebtedness under the Credit Facilities may incur Indebtedness pursuant to this clause (i), together with Indebtedness Incurred pursuant to clause

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(ix) of this Section 4.09(b), in an aggregate amount, after giving effect to such Incurrence, at any time outstanding not to exceed the greater of (a) $25.0 million or (b) 40% of the aggregate Consolidated Net Assets of such Restricted Subsidiaries;

          (ii) the Incurrence of Existing Indebtedness;

          (iii) the Incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the Issue Date;

          (iv) the Incurrence by the Company or any Guarantor of Indebtedness represented by Capital Lease Obligations, mortgage financings, construction loans or purchase money obligations for property acquired in the ordinary course of business, in each case Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used by the Company or any such Guarantor, in an aggregate amount, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (iv), not to exceed 7.5% of the Company’s Consolidated Net Assets at any time outstanding;

          (v) the Incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be Incurred under Section 4.09(a) or clause (ii), (iii), (iv), (v), or (x) of this Section 4.09(b);

          (vi) the Incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries; provided, however, that:

      (a) if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations;

      (b) Indebtedness owed to the Company or any Guarantor must be evidenced by an unsubordinated promissory note, unless the obligor under such Indebtedness is the Company or a Guarantor; and

      (c) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, will be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi);

          (vii) the Guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be Incurred by another provision of this Section 4.09; or

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          (viii) the Incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

          (ix) the Incurrence by any Restricted Subsidiary other than a Domestic Subsidiary of Indebtedness in an aggregate amount at any time outstanding, after giving effect to such Incurrence and together with any Indebtedness Incurred under the proviso in clause (1) of this Section 4.09(b), not to exceed the greater of (a) $25 million or (b) 40% of the Consolidated Net Assets of any such Restricted Subsidiaries; or

          (x) the Incurrence by the Company or any Guarantor of additional Indebtedness in an aggregate amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (x), not to exceed the greater of (a) $15.0 million or (b) 5% of the Consolidated Net Assets of the Company.

     For purposes of determining compliance with this covenant, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Sections 4.09(b)(i) through (x) above, or is entitled to be Incurred pursuant to Section 4.09(a), the Company shall be permitted to classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this Section 4.09. In addition, any Indebtedness originally classified as Incurred pursuant to Sections 4.09(b)(i) through (x) above may later be reclassified by the Company such that it will be deemed as having been Incurred pursuant to another of such clauses to the extent that such reclassified Indebtedness could be incurred pursuant to such new clause at the time of such reclassification. Notwithstanding the foregoing, Indebtedness under the Credit Agreement outstanding on the Issue Date will be deemed to have been Incurred on such date in reliance on the exception provided by Section 4.09(b)(i).

          (c) Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that may be Incurred pursuant to this covenant will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

Section 1.04. Asset Sales.

          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

          (i) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

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          (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets or a combination of both. For purposes of this provision, each of the following will be deemed to be cash:

     (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its terms subordinated to the Notes or any Note Guarantee and liabilities to the extent owed to the Company or any Affiliate of the Company) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written novation agreement that releases the Company or such Restricted Subsidiary from further liability therefor;

     (B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion); and

     (C) any Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregated Fair Market Value, taken together with all other Designated Non-Cash consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) 5.0% of the Company’s Consolidated Net Assets as of the date or receipt of such Designated Non-Cash Consideration and (y) $15.0 million (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

          (b) Within 540 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option:

          (i) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or

          (ii) to purchase Replacement Assets (or enter into a binding agreement to purchase such Replacement Assets; provided that (x) such purchase is consummated within 90 days after the date of such binding agreement and (y) if such purchase is not consummated, within the period set forth in subclause (x), the Net Proceeds not so applied will be deemed to be Excess Proceeds (as defined below)).

Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

          (c) On the 541st day after an Asset Sale or such earlier date, if any, as the Company determines not to apply the Net Proceeds relating to such Asset Sale as set forth in

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Section 4.10(b) (each such date being referred to as an ‘‘Excess Proceeds Trigger Date’’), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted in Section 4.10(b) (‘‘Excess Proceeds’’) will be applied by the Company to make an offer (an ‘‘Asset Sale Offer’’) to all Holders of Notes and all holders of other Indebtedness that ranks pari passu in right of payment with the Notes or any Note Guarantee containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased using the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash.

          (d) The Company may defer the Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $10.0 million resulting from one or more Asset Sales, at which time the entire unutilized amount of Excess Proceeds (not only the amount in excess of $10.0 million) will be applied as provided in the preceding paragraph. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness will be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, Excess Proceeds subject to such Asset Sale and still held by the Company shall no longer be deemed to be Excess Proceeds.

          (e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

Section 4.11. Transactions with Affiliates.

          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into, make, amend, renew or extend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each, an ‘‘Affiliate Transaction’’), unless:

          (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a Person that is not an Affiliate of the Company or any of its Restricted Subsidiaries; and

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          (ii) the Company delivers to the Trustee:

      (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this covenant, and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company; and

      (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing.

          (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a):

          (i) transactions between or among the Company and/or its Restricted Subsidiaries;

          (ii) payment of reasonable and customary fees to, and reasonable and customary indemnification and similar payments on behalf of, directors of the Company;

          (iii) Restricted Payments that are permitted by the provisions of the Indenture under Section 4.07 including, without limitation, payments included in the definition of ‘‘Permitted Investments’’; and

          (iv) any sale of Equity Interests (other than Disqualified Stock) of the Company;

          (v) the receipt by the Company of any capital contribution from its shareholders;

          (vi) transactions pursuant to agreements or arrangements in effect on the Issue Date and described in this offering memorandum, or any amendment, modification, or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified or supplemented or replaced, taken as a whole, is not more disadvantageous to the Company and its Restricted Subsidiaries than the original agreements or arrangements in existence on the Issue Date;

          (vii) payment by the Company of management or other similar fees to any of the Principals pursuant to any agreement or arrangement in an aggregate amount not to exceed $500,000 in any calendar year; and

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          (viii) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by the Company or any of its Restricted Subsidiaries with officers and employees of the Company or any of its Restricted Subsidiaries and the payment of compensation to officers and employees of the Company or any of its Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), so long as such agreement or payment has been approved by the Board of Directors of the Company.

Section 4.12. Liens.

          The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind securing Indebtedness (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured (or, in the case of Indebtedness subordinated to the Notes or the Note Guarantees, prior or senior thereto, with the same relative priority as the Notes will have with respect to such subordinated Indebtedness) until such time as such obligations are no longer secured by a Lien.

Section 4.13. Business Activities.

     The Company shall not, and shall not permit any Restricted Subsidiary thereof to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

Section 4.14. Offer to Repurchase upon a Change of Control.

          (a) If a Change of Control occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes pursuant to an offer (a ‘‘Change of Control Offer’’) on the terms set forth in the Indenture. In the Change of Control Offer, the Company shall offer a payment (a ‘‘Change of Control Payment’’) in cash equal to not less than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, thereon, to the date of repurchase (the ‘‘Change of Control Payment Date,’’ which date will be no earlier than the date of such Change of Control). No later than 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 3.08 and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with

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the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such compliance.

          (b) On the Change of Control Payment Date, the Company shall, to the extent lawful:

          (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

          (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

          (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

          (c) The Paying Agent will promptly mail or wire transfer to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof.

          (d) The Company shall publicly announce the results of the change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

          (e) Prior to complying with the provisions of this covenant, but in any event no later than 30 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant.

          (f) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Section 4.15. Limitation on Senior Subordinated Debt.

          The Company shall not Incur any Indebtedness that is subordinate in right of payment to any Senior Debt of the Company unless it ranks pari passu or subordinate in right of payment to the Notes. No Guarantor shall Incur any Indebtedness that is subordinate or junior in right of payment to the Senior Debt of such Guarantor unless it ranks pari passu or subordinate in right of payment to such Guarantor’s Note Guarantee. For purposes of the foregoing, no

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Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Company or any Guarantor, as applicable, solely by reason of Liens or Guarantees arising or created in respect of such other Indebtedness of the Company or any Guarantor or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Section 4.16. Designation of Restricted and Unrestricted Subsidiaries.

          (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary; provided that:

          (i) any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated shall be deemed to be an Incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 4.09 and any lien on the property of the Restricted Subsidiary will be permitted to exist under Section 4.12;

          (ii) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of such Subsidiary) shall be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 4.07;

          (iii) the Subsidiary being so designated:

      (A) except as permitted under Section 4.11, is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

      (B) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

      (C) has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; and

          (iv) no Default or Event of Default would be in existence following such designation.

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          (b) Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements and such failure continues for a period of 30 days, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be Incurred or made by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness, Investments or Liens are not permitted to be Incurred or made as of such date under the Indenture, the Company shall be in default under this Indenture.

          (c) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

          (i) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under Section 4.09;

          (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such designation shall only be permitted if such Investments would be permitted under Section 4.07;

          (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 4.12; and

          (iv) no Default or Event of Default would be in existence following such designation.

Section 4.17. Payments for Consent.

     The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Section 4.18. Guarantees.

          (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than an Immaterial Subsidiary) on or after the Issue Date, then that newly acquired or created Domestic Subsidiary must become a Guarantor of the Notes and execute a supplemental indenture and deliver an Opinion of Counsel with respect to such

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Guarantee. Any Immaterial Subsidiary that no longer meets the definition of Immaterial Subsidiary must become a Guarantor of the Notes in accordance with Section 4.18(b).

          (b) The Company shall not permit any Domestic Subsidiary (including any Immaterial Subsidiary), directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any other Restricted Subsidiary thereof unless such Restricted Subsidiary is a Guarantor or simultaneously executes and delivers to the Trustee an Opinion of Counsel and a supplemental indenture, in the form attached hereto as Exhibit E, providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee will be senior to, or pari passu with, such Subsidiary’s Guarantee of such other Indebtedness unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt.

          (c) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless:

          (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and

          (ii) either:

      (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and assumes all the obligations of that Guarantor under the Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or

      (B) such sale or other disposition or consolidation or merger complies with Section 4.10.

          (d) The Note Guarantee of a Guarantor shall be released:

          (i) in connection with any sale or other disposition of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale of all such Capital Stock of that Guarantor complies with Section 4.10;

          (ii) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under this Indenture; or

          (iii) solely in the case of a Note Guarantee created pursuant to the second paragraph of this covenant, upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to this covenant, except a discharge or release by or as a result of payment under such Guarantee.

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Section 4.19. Limitation on Issuances and Sales of Preferred Stock in Restricted Subsidiaries.

          (a) The Company shall not, and shall not permit any Restricted Subsidiary to, transfer, convey, sell, lease or otherwise dispose of any Preferred Stock in any Restricted Subsidiary of the Company that is not a Guarantor to any Person (other than the Company or a Restricted Subsidiary of the Company), unless:

          (i) such transfer, conveyance, sale, lease or other disposition is of all the Equity Interest in such Restricted Subsidiary owned by the Company and its Restricted Subsidiaries; and

          (ii) the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 4.10.

          (b) The Company shall not permit any Restricted Subsidiary of the Company that is not a Guarantor to issue any of its Preferred Stock (other than, if necessary, shares of its Capital Stock constituting directors’ qualifying shares or issuances of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable law) to any Person other than to the Company or a Restricted Subsidiary of the Company.

ARTICLE FIVE
SUCCESSORS

Section 5.01. Merger, Consolidation or Sale of Assets.

          (a) The Company shall not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving Person) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(i) either:

     (1) the Company is the surviving Person; or

     (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition will have been made (i) is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) assumes all the obligations of the Company under the Notes, the Indenture and, to the extent applicable, the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

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      (ii) immediately after giving effect to such transaction no Default or Event of Default exists;

      (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition will have been made, will be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a).

      (iv) each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this covenant, will have by amendment to its Note Guarantee confirmed that its Note Guarantee will apply to the obligations of the Company or the surviving Person in accordance with the Notes and the Indenture.

      (v) the Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computation to demonstrate compliance with Section 5.01(a)(iii) above) and Opinion of Counsel, in each case stating that such transaction and such agreement complies with this covenant and that all conditions precedent provided for in this covenant relating to such transaction have been complied with.

          (b) The Company and its Restricted Subsidiaries may not, directly or indirectly, lease all or substantially all the properties or assets of the Company and its Restricted Subsidiaries considered as one enterprise, in one or more related transactions, to any other Person. Section 5.01(a)(iii) will not apply to any merger, consolidation or sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries.

Section 5.02. Successor Corporation Substituted.

          Upon any consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.01, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company in this Indenture. In the event of any such transfer (other than any transfer by way of lease), the predecessor Company shall be released and discharged from all liabilities and obligations in respect of the Notes and this Indenture and the predecessor Company may be dissolved, wound up or liquidated at any time thereafter.

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ARTICLE SIX
DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

          (a) Each of the following is an Event of Default:

          (i) default for 30 days in the payment when due of interest on, or Additional Interest with respect to, the Notes whether or not prohibited by Article Eleven of this Indenture;

          (ii) default in payment when due (whether at maturity, upon acceleration, redemption or otherwise) of the principal of, or premium, if any, on the Notes, whether or not prohibited by Article Eleven of this Indenture;

          (iii) failure by the Company or any of its Restricted Subsidiaries to consummate a purchase of the Notes when required by the provisions described under Section 4.14 or Section 4.10 or failure to comply with Section 5.01;

          (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes outstanding to comply with any of the other agreements in the Indenture;

          (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary) (or the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:

     (A) is caused by a failure to make any payment when due at the final maturity of such Indebtedness (a ‘‘Payment Default’’); or

     (B) results in the acceleration of such Indebtedness prior to its express maturity,

                    and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more;

          (vi) failure by the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary) to pay final judgments (to the extent such judgments are not paid or covered by insurance provided by a reputable carrier that has the ability to perform and has acknowledged coverage in writing) aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

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          (vii) except as permitted by this Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee; and

          (viii) the Company, any Guarantor or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary) pursuant to or within the meaning of Bankruptcy Law:

     (A) commences a voluntary case;

     (B) consents to the entry of an order for relief against it in an involuntary case;

     (C) makes a general assignment for the benefit of its creditors; or

     (D) generally is not paying its debts as they become due; and

          (ix) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

      (A) is for relief against the Company, any Guarantor or any Significant Subsidiary of the Company (or Restricted Subsidiaries that together would constitute a Significant Subsidiary), in an involuntary case; or

      (B) appoints a custodian of the Company, any Guarantor or any Significant Subsidiary of the Company (or Restricted Subsidiaries that together would constitute a Significant Subsidiary) or for all or substantially all of the property of the Company, any Guarantor or any of its Restricted Subsidiaries that is a Significant Subsidiary (or Restricted Subsidiaries that together would constitute a Significant Subsidiary); or

      (C) orders the liquidation of the Company, any Guarantor or any Significant Subsidiary of the Company (or Restricted Subsidiaries that together would constitute a Significant Subsidiary);

and the order or decree remains unstayed and in effect for 60 consecutive days.

Section 6.02. Acceleration.

          (a) In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Guarantor or any Restricted Subsidiary that is a Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary), all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding

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Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the event of default; provided, however, that so long as any Indebtedness permitted to be Incurred pursuant to the Credit Agreement will be outstanding, that acceleration will not be effective until the earlier of (1) an acceleration of Indebtedness under the Credit Agreement; or (2) five Business Days after receipt by the Company, and Agent under the Credit Agreement of written notice of the acceleration of the Notes.

          (b) In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes, then the premium specified in Section 3.07 will also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Section 6.03. Other Remedies.

          (a) If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, interest and Additional Interest, if any, with respect to the Notes or to enforce the performance of any provision of the Notes or this Indenture.

          (b) The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04. Waiver of Past Defaults.

          Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences hereunder except a continuing Default or Event of Default in the payment of the principal of, premium, if any, interest or Additional Interest, if any, on, the Notes, provided, however, that the Holders of a majority in principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration.

          The Company shall deliver to the Trustee an Officers’ Certificate stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents. In case of any such waiver, the Company, the Trustee and the Holders shall be restored to their former positions and rights under this Indenture and the Notes, respectively. This Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes,

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as permitted by the TIA. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05. Control by Majority.

          The Holders of a majority in principal amount of the Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes.

Section 6.06. Limitation on Suits.

          (a) A Holder may not pursue any remedy with respect to this Indenture or the Notes or the Note Guarantees unless:

     (i) the Holder gives the Trustee written notice of a continuing Event of Default;

     (ii) the Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy;

     (iii) such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;

     (iv) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

     (v) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction that is inconsistent with the request.

          (b) A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07. Rights of Holders of Notes to Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of the principal of, premium or Additional Interest, if any, or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, shall not be impaired or affected without the consent of the Holder.

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Section 6.08. Collection Suit by Trustee.

          If an Event of Default specified in Section 6.01(a)(i) or (a)(ii) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, interest and Additional Interest, if any, remaining unpaid on, the Notes and interest on overdue principal and premium, if any, and, to the extent lawful, interest and Additional Interest, if any, and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09. Trustee May File Proofs of Claim.

          The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company or any Guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other securities or property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 7.07 out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10. Priorities.

          (a) If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order:

     First: to the Trustee, its agents and attorneys for amounts due under Section 7.07, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

     Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, interest and Additional Interest, if any, ratably, without

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preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, interest and Additional Interest, if any, respectively; and

     Third: to the Company or to such party as a court of competent jurisdiction shall direct.

          (b) The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11. Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07, or a suit by Holders of more than ten percent in principal amount of the then outstanding Notes.

ARTICLE SEVEN
TRUSTEE

Section 7.01. Duties of Trustee.

          Except to the extent, if any, provided otherwise in the TIA (as from time to time in effect):

          (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

          (b) Except during the continuance of an Event of Default:

     (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

          (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

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     (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

     (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

     (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

          (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

          (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, costs, liability or expense that might be incurred by it in connection with the request or direction.

          (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02. Certain Rights of Trustee.

          (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

          (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

          (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

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          (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

          (g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of such event is sent to the Trustee in accordance with Section 14.02, and such notice references the Notes.

Section 7.03. Individual Rights of Trustee.

          The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may become a creditor of, or otherwise deal with, the Company or any of its Affiliates with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11.

Section 7.04. Trustee’s Disclaimer.

          The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05. Notice of Defaults.

          If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default relating to the payment of principal or interest or Additional Interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

Section 7.06. Reports by Trustee to Holders of the Notes.

          (a) Within 60 days after each May 15 beginning with the May 15 following the date hereof, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA Section 313(a) (but if no event described in TIA Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with

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TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA Section 313(c).

          (b) A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company and filed with the SEC and each stock exchange on which the Notes are listed in accordance with TIA Section 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange or any delisting thereof.

Section 7.07. Compensation and Indemnity.

          (a) The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Company. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

          (b) The Company and the Guarantors shall indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by either of the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder unless the failure to notify the Company impairs the Company’s ability to defend such claim. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Company need not pay for any settlement made without its consent.

          (c) The obligations of the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and resignation of removal of the Trustee.

          (d) To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee.

          (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(viii) and (ix) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

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          (f) The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

Section 7.08. Replacement of Trustee.

          (a) A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

          (b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

     (i) the Trustee fails to comply with Section 7.10;

     (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

     (iii) a custodian or public officer takes charge of the Trustee or its property; or

     (iv) the Trustee becomes incapable of acting.

          (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

          (d) If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee.

          (e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

          (f) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

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Section 7.09. Successor Trustee by Merger, Etc.

          If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any further act shall be the successor Trustee.

Section 7.10. Eligibility; Disqualification.

          There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trust powers, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition.

          This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section 310(b).

Section 7.11. Preferential Collection of Claims Against Company.

          The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. The Trustee hereby waives any right to set off any claim that it may have against the Company in any capacity (other than as Trustee and Paying Agent) against any of the assets of the Company held by the Trustee; provided, however, that if the Trustee is or becomes a lender of any other Indebtedness permitted hereunder to be pari passu with the Notes, then such waiver shall not apply to the extent of such Indebtedness.

ARTICLE EIGHT
DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

          The Company may, at the option of the Board of Directors evidenced by a Board Resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article Eight.

Section 8.02. Legal Defeasance and Discharge.

          Upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from its obligations with respect to all outstanding Notes and all obligations of the Guarantors shall be deemed to have been discharged with respect to their obligations under the Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note Guarantees, respectively, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and

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the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their other obligations under such Notes, Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and Additional Interest, if any, on, such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes under Article Two concerning issuing temporary Notes, registration of Notes and mutilated, destroyed, lost or stolen Notes and the Company’s obligations under Section 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article Eight. Subject to compliance with this Article Eight, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03.

Section 8.03. Covenant Defeasance.

          Upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.08, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 5.01 and 12.04 on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and all obligations of the Guarantors with respect to Guarantees discharged, and the Notes and the Note Guarantees shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes and Note Guarantees shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(iii) through (vii) shall not constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance.

          (a) The following shall be the conditions to the application of either Section 8.02 or 8.03 to the outstanding Notes:

     (i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion

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of a nationally recognized firm of independent public accountants, to pay the principal of, premium, interest and Additional Interest, if any, on, the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

     (ii) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

     (iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

     (iv) no Default or Event of Default shall have occurred and be continuing either: (a) on the date of such deposit; or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit);

     (v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

     (vi) the Company must have delivered to the Trustee an Opinion of Counsel to the effect that, (1) assuming no intervening bankruptcy of the Company or any Guarantor between the date of deposit and the 123rd day following the deposit and assuming that no Holder or the Trustee is deemed to be an “insider” of the Company under the United States Bankruptcy Code and the New York Debtor and Creditor Law, and assuming that the deposit is not otherwise deemed to be to or for the benefit of an “insider” of the Company under the United States Bankruptcy Code and the New York Debtor and Creditor Law, and assuming that no Holder or the Trustee is deemed to be an “initial transferee” or “mediate transferee” of a “transfer” within the meaning of Section 550 of the United States Bankruptcy Code, after the 123rd day following the deposit, the transfer of the trust funds pursuant to such deposit will not be subject to avoidance pursuant to Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor

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and Creditor Law and (2) the creation of the defeasance trust does not violate the Investment Company Act of 1940;

     (vii) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

     (viii) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

          (a) Subject to Section 8.06, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

          (b) The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

          (c) Anything in this Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06. Repayment to the Company.

          Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, interest, or Additional Interest, if any, on any Note and remaining unclaimed for two years after such principal, and premium, if any, interest, or Additional Interest, if any, has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment

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thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the reasonable expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

Section 8.07. Reinstatement.

          If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 and, in the case of a Legal Defeasance, the Guarantors’ obligations under their respective Note Guarantees shall be revised and reinstated as though no deposit had occurred pursuant to Section 8.02, in each case until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE NINE
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

          (a) Notwithstanding Section 9.02, the Company, the Guarantors, and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note:

          (i) to cure any ambiguity, defect or inconsistency;

          (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes;

     (iii) to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets;

     (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the legal rights under this Indenture of any such Holder, including the addition of any new Note Guarantee;

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          (v) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

          (vi) to comply with Section 4.18, including to reflect the release of a Guarantee of the Notes in accordance with this Indenture;

          (vii) to secure the Notes and/or Guarantees of the Notes;

     (viii) to conform the text of this Indenture or the Notes to any provision of the section of the Offering Memorandum entitled “Description of Notes” to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture or the Notes;

          (ix) to evidence and provide for the acceptance of appointment by a successor Trustee; or

          (x) to provide for the issuance of Additional Notes in accordance with this Indenture.

          Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amendment or supplement, and upon receipt by the Trustee of any documents requested under Section 7.02(b), the Trustee shall join with the Company and the Guarantors in the execution of any amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, unless such amendment or supplement adversely affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment or supplement.

Section 9.02. With Consent of Holders of Notes.

          (a) Except as otherwise provided in this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

          (b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any amendment, supplement or waiver. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such amendment, supplement or waiver, whether or not such Holders remain Holders after such record date.

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          (c) Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any amendment, supplement or waiver, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee shall join with the Company and the Guarantors in the execution of such amendment, supplement or waiver, unless such amendment, supplement or waiver adversely affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment or supplement.

          (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

          (e) After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

          (i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

     (ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes other than provisions relating to Sections 4.10, 4.14 and 5.01;

     (iii) reduce the rate of or change the time for payment of interest on any Note;

     (iv) waive a Default or Event of Default in the payment of principal of, premium, if any, interest or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

     (v) make any Note payable in money other than U.S. dollars;

     (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium, if any, interest or Additional Interest, if any, on, the Notes;

     (vii) release any Guarantor from any of its obligations under its Note Guarantee as provided for in this Indenture, except in accordance with the terms of this Indenture;

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          (viii) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees;

      (ix) except as otherwise permitted under Section 4.18, consent to the assignment or transfer by the Company or any Guarantor of any of its rights or obligations under this Indenture; and

          (x) make any change in the preceding amendment and waiver provisions.

          (f) Without the consent of the Holders of at least 75% of the principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), an amendment or waiver may not amend or modify any of the provisions of this Indenture or the related definitions affecting the subordination or ranking of the Notes or any Note Guarantee in any manner adverse to the holders of the Notes or any Note Guarantee.

Section 9.03. Compliance with Trust Indenture Act.

          Every amendment or supplement to this Indenture or the Notes shall be set forth in a document that complies with the TIA as then in effect.

Section 9.04. Revocation and Effect of Consents.

          Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.05. Notation on or Exchange of Notes.

          (a) The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

          (b) Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06. Trustee to Sign Amendments, Etc.

          The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article Nine if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign any amendment, supplement or waiver until its Board of Directors approves it. In executing any amendment,

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supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture.

ARTICLE TEN
SATISFACTION AND DISCHARGE

Section 10.01. Satisfaction and Discharge.

          (a) This Indenture shall be discharged and shall cease to be of further effect as to all Notes issued hereunder, when:

          (i) either:

       (A) all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

       (B) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and Additional Interest, if any, and accrued interest to the date of maturity or redemption, as the case may be;

     (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

     (iii) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

     (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

          In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

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          (b) Notwithstanding the above, the Trustee shall pay to the Company from time to time upon its request any cash or Government Securities held by it as provided in this Section 10.01, which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount that would then be required to be deposited to effect a satisfaction and discharge under this Article Ten.

          (c) After the conditions to satisfaction and discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officers’ Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon written request shall acknowledge in writing the discharge of the obligations of the Company and the Guarantors under this Indenture (except for those surviving obligations specified in Section 10.04).

Section 10.02. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

          Subject to Section 10.03, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 10.01 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Interest, if any, but such money need not be segregated from other funds except to the extent required by law.

Section 10.03. Repayment to the Company.

          Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, interest or Additional Interest, if any, on any Note and remaining unclaimed for two years after such principal, premium, if any, interest or Additional Interest, if any, has become due and payable shall be paid to the Company upon its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

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Section 10.04. Survival.

          In the event that the Company makes (or causes to be made) an irrevocable deposit with the Trustee for the benefit of the Holders pursuant to Section 10.01(a)(i)(B) hereof, prior to the date of maturity or redemption, as the case may be, the following provisions of this Indenture shall survive until otherwise terminated or discharged hereunder:

     (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due from the trust;

          (2) the Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof;

          (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith; and

          (4) this Article 10.

ARTICLE ELEVEN
SUBORDINATION OF NOTES

Section 11.01. Agreement to Subordinate.

          The Company agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article Eleven, to the prior payment in full in cash or Cash Equivalents of all Senior Debt of the Company, including Senior Debt of the Company incurred after the date hereof.

Section 11.02. Liquidation; Dissolution; Bankruptcy.

          The holders of Senior Debt of the Company shall be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of Senior Debt of the Company (including interest after the commencement of any bankruptcy proceeding at the rate specified in the documentation for the applicable Senior Debt of the Company) before the Holders of Notes shall be entitled to receive any payment with respect to the Notes (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the trust pursuant to Article Eight), in the event of any distribution to creditors of the Company in (a) any liquidation or dissolution of the Company; (b) any bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (c) any assignment by the Company for the benefit of its creditors; or (d) any marshaling of the Company’s assets and liabilities.

Section 11.03. Default on Designated Senior Debt.

          (a) The Company shall not make any payment in respect of the Notes (except in Permitted Junior Securities or from the trust pursuant to Article Eight) if:

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          (i) a payment default on Designated Senior Debt of the Company occurs and is continuing; or

     (ii) any other default (a “nonpayment default”) occurs and is continuing on any series of Designated Senior Debt of the Company that permits holders of that series of Designated Senior Debt of the Company to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from a representative of the holders of such Designated Senior Debt.

          (b) Payments on the Notes may and shall be resumed:

     (i) in the case of a payment default on Designated Senior Debt of the Company, upon the date on which such default is cured or waived; and

     (ii) in case of a non-payment default or Designated Senior Debt of the Company, the earliest of (x) the date on which such default is cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received and (z) the date the Trustee receives notice from the representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of such Designated Senior Debt of the Company has been accelerated.

          (c) No new Payment Blockage Notice may be delivered unless and until:

          (i) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and

     (ii) all scheduled payments of principal of, premium, if any, interest and Additional Interest, if any, on, the Notes that have come due have been paid in full in cash or Cash Equivalents.

          (d) No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.

          (e) If the Trustee or any Holder of the Notes receives a payment in respect of the Notes (except in Permitted Junior Securities or from the trust described under Article Eight) when (i) the payment is prohibited by this Article Eleven and (ii) the Trustee or the Holder has actual knowledge that the payment is prohibited, provided that such actual knowledge shall not be required in the case of any payment default on Designated Senior Debt, the Trustee or the Holder, as the case may be, shall hold the payment in trust for the benefit of the holders of Senior Debt of the Company. Upon the proper written request of the holders of Senior Debt of the Company or if there is any payment default on any Designated Senior Debt, the Trustee or the Holder, as the case may be, shall deliver the amounts in trust to the holders of Senior Debt of the Company or their proper representative.

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Section 11.04. Acceleration of Securities.

          If payment of the Notes is accelerated because of an Event of Default, the Company and the Trustee shall promptly notify the holders of Senior Debt of the Company of the acceleration.

Section 11.05. When Distribution Must Be Paid Over.

          In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (except in Permitted Junior Securities or from the trust pursuant to Article Eight) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by this Article Eleven, such payment shall be held by the Trustee or such Holder, as applicable, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the holders of Senior Debt of the Company as their interests may appear or their Representative under this Indenture or other agreement (if any) pursuant to which such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to such Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt.

          With respect to the holders of Senior Debt of the Company, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article Eleven, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt of the Company, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article Eleven, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

Section 11.06. Notice by the Company.

          The Company shall promptly notify the Trustee and the Paying Agent in writing of any facts known to the Company that would cause a payment of any Obligations with respect to the Notes to violate this Article Eleven, but failure to give such notice shall not affect the subordination of the Notes to the Senior Debt of the Company as provided in this Article Eleven.

Section 11.07. Subrogation.

          After all Senior Debt of the Company is paid in full and until the Notes are paid in full, Holders of Notes shall be subrogated (equally and ratably with all other Indebtedness pari passu with the Notes) to the rights of holders of such Senior Debt to receive distributions applicable to such Senior Debt to the extent that distributions otherwise payable to the Holders of Notes have been applied to the payment of such Senior Debt. A distribution made under this Article Eleven to holders of Senior Debt of the Company that otherwise would have been made to Holders of Notes is not, as between the Company and Holders, a payment by the Company on the Notes.

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Section 11.08. Relative Rights.

          This Article Eleven defines the relative rights of Holders of Notes and holders of Senior Debt of the Company. Nothing in this Indenture shall:

          (a) impair, as between the Company and Holders of Notes, the obligation of the Company, which is absolute and unconditional, to      make payments on the Notes in accordance with the terms under the Notes and this Indenture;

     (b) affect the relative rights of Holders of Notes and creditors of the Company other than their rights in relation to holders of Senior Debt of the Company; or

     (c) prevent the Trustee or any Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject      to the rights of holders and owners of Senior Debt of the Company to receive distributions and payments otherwise payable to      Holders of Notes.

          If the Company fails because of this Article Eleven to make a payment on the Notes in accordance with the terms under the Notes and this Indenture, the failure is still a Default or Event of Default.

Section 11.09. Subordination May Not Be Impaired by the Company.

          No right of any holder of Senior Debt of the Company to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Company or any Holder or by the failure of the Company or any Holder to comply with this Indenture.

Section 11.10. Distribution or Notice to Representative.

          Whenever a distribution is to be made or a notice is to be given to holders of Senior Debt of the Company, the distribution may be made and the notice may be given to their Representative (if any).

          Upon any payment or distribution of assets of the Company referred to in this Article Eleven, the Trustee and the Holders of Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt of the Company and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Eleven.

Section 11.11. Rights of Trustee and Paying Agent.

          Notwithstanding this Article Eleven or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may

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continue to make payments on the Notes, unless the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Notes to violate this Article Eleven. Only the Company or a Representative may give the notice. Nothing in this Article Eleven shall impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07.

          The Trustee in its individual or any other capacity may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.

Section 11.12. Authorization to Effect Subordination.

          Each Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article Eleven, and appoints the Trustee to act as such Holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.09 at least 30 days before the expiration of the time to file such claim, the lenders under the Credit Agreement are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes.

ARTICLE TWELVE
NOTE GUARANTEES

Section 12.01. Guarantee.

          (a) Subject to this Article Twelve, each of the Guarantors hereby, jointly and severally, and fully and unconditionally, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, interest and Additional Interest, if any, on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, interest and Additional Interest, if any, on, the Notes, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

          (b) Each of the Guarantors hereby agrees that, to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any

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provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Subject to Section 6.06, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Note Guarantees provided for herein shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

          (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or the Guarantors, any amount paid by any of them to the Trustee or such Holder, the Note Guarantees provided for herein, to the extent theretofore discharged, shall be reinstated in full force and effect.

          (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of the Note Guarantees provided for herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Note Guarantees provided for herein. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees provided for herein.

Section 12.02. Limitation on Guarantor Liability.

          Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guarantee of such Guarantor or (ii) an unlawful distribution under any applicable state law prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable to the Note Guarantee of such Guarantor. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Twelve, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance or such an unlawful distribution.

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Section 12.03. Note Guarantees under Indenture.

          (a) If an Officer of a Guarantor whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Notes, the Note Guarantee of such Guarantor provided for herein shall be valid nevertheless.

          (b) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantees provided for herein on behalf of the Guarantors.

          (c) If required by Section 4.18, the Company shall cause its Subsidiaries to execute supplemental indentures to this Indenture providing for additional Note Guarantees in accordance with Section 4.18 and this Article Twelve, to the extent applicable.

Section 12.04. Guarantors May Consolidate, Etc., on Certain Terms.

          (a) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless:

          (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and

          (ii) either:

     (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and assumes all the obligations of that Guarantor under the Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or

     (B) such sale or other disposition or consolidation or merger complies with Section 4.10.

          (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by a Guarantor, such successor Person shall succeed to and be substituted for a Guarantor with the same effect as if it had been named herein as a Guarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

          (c) Except as set forth in Article Five, and notwithstanding clauses (i) and (ii) of Section 12.04(a), nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall

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prevent any sale or other disposition of all or substantially all of the assets of a Guarantor to the Company or another Guarantor.

Section 12.05. Release of Guarantor.

          (a) The Note Guarantee of a Guarantor shall be released:

      (i) in connection with any sale or other disposition of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale of all such Capital Stock of that Guarantor complies with Section 4.10;

      (ii) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under this Indenture;

      (iii) upon satisfaction and discharge of the Notes as set forth under Section 10.01 or upon defeasance of the Notes as set forth under Article Eight; or

      (iv) solely in the case of a Note Guarantee created pursuant to Section 4.18, upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to Section 4.18, except a discharge or release by or as a result of payment under such Guarantee.

          (b) Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of, premium, if any, interest and Additional Interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Twelve.

ARTICLE THIRTEEN
SUBORDINATION OF NOTE GUARANTEES

Section 13.01. Agreement To Subordinate.

          Each Guarantor agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by such Guarantor’s Note Guarantee is subordinated in right of payment, to the extent and in the manner provided in this Article Thirteen, to the prior payment in full in cash or Cash Equivalents of all Senior Debt of such Guarantor, including Senior Debt of such Guarantor incurred after the date hereof.

Section 13.02. Liquidation, Dissolution, Bankruptcy.

          The holders of Senior Debt of a Guarantor shall be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of Senior Debt of such Guarantor (including interest after the commencement of any bankruptcy proceeding at the rate specified in the documentation for the applicable Senior Debt of such Guarantor) before the Holders shall be entitled to receive any payment with respect to such Guarantor’s Note Guarantee (except that Holders may receive and retain (i) Equity Interests in such Guarantor and (ii) debt securities of such Guarantor that are subordinated to all Senior Debt of such Guarantor

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to the same extent as, or to a greater extent than, the Notes and the Note Guarantees are subordinated to Senior Debt under the Indenture), in the event of any distribution to creditors of such Guarantor in (a) any liquidation or dissolution of such Guarantor; (b) any bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Guarantor or its property; (c) any assignment by such Guarantor for the benefit of its creditors; or (d) any marshaling of such Guarantor’s assets and liabilities.

Section 13.03. Default on Designated Senior Debt of Guarantor.

          (a) None of the Guarantors shall make any payment in respect of its Note Guarantee (except in (i) Equity Interests in such Guarantor and (ii) debt securities of such Guarantor that are subordinated to all Senior Debt of such Guarantor to the same extent as, or to a greater extent than, the Notes and the Note Guarantees are subordinated to Senior Debt under the Indenture) if:

          (i) a payment default on Designated Senior Debt of such Guarantor occurs and is continuing; or

     (ii) any other default occurs and is continuing on any series of Designated Senior Debt of such Guarantor that permits holders of that series of Designated Senior Debt of such Guarantor to accelerate its maturity and the Trustee receives a Payment Blockage Notice from a representative of the holders of such Designated Senior Debt.

          (b) Payments by a Guarantor pursuant to its Note Guarantee may and shall be resumed:

      (i) in the case of a payment default on Designated Senior Debt of such Guarantor, upon the date on which such default is cured or waived; and

      (ii) in case of a non-payment default on Designated Senior Debt of such Guarantor, the earliest of (x) the date on which such default is cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received and (z) the date the Trustee receives notice from the representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of such Designated Senior Debt of such Guarantor has been accelerated.

          (c) No new Payment Blockage Notice may be delivered unless and until:

          (i) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and

      (ii) all scheduled payments of principal of, premium, if any, interest and Additional Interest, if any, on, the Notes that have come due have been paid in full in cash.

          (d) No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent

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Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.

          (e) If the Trustee or any Holder receives a payment from any Guarantor in respect of its Note Guarantee (except in (i) Equity Interests in such Guarantor and (ii) debt securities of such Guarantor that are subordinated to all Senior Debt of such Guarantor to the same extent as, or to a greater extent than, the Notes and the Note Guarantees are subordinated to Senior Debt under the Indenture) when (i) the payment is prohibited by this Article Thirteen and (ii) the Trustee or the Holder has actual knowledge that the payment is prohibited, provided that such actual knowledge shall not be required in the case of any payment default on Designated Senior Debt of such Guarantor, the Trustee or the Holder, as the case may be, shall hold the payment in trust for the benefit of the holders of Senior Debt of such Guarantor. Upon the proper written request of the holders of Senior Debt of such Guarantor or if there is any payment default on any Designated Senior Debt of such Guarantor, the Trustee or the Holder, as the case may be, shall deliver the amounts in trust to the holders of Senior Debt of such Guarantor or their proper representative.

Section 13.04. Demand for Payment.

          If a demand for payment is made on a Guarantor pursuant to Article Twelve of this Indenture, the Trustee shall promptly notify the holders of Senior Debt of such Guarantor (or their representatives) of such demand.

Section 13.05. When Distribution Must Be Paid Over.

          In the event that the Trustee or any Holder receives any payment of any Obligations with respect to any Note Guarantee (except that Holders may receive and retain (i) Equity Interests in such Guarantor and (ii) debt securities of such Guarantor that are subordinated to all Senior Debt of such Guarantor to the same extent as, or to a greater extent than, the Notes and the Note Guarantees are subordinated to Senior Debt under the Indenture) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by this Article Thirteen, such payment shall be held by the Trustee or such Holder, as applicable, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the holders of Senior Debt of the applicable Guarantor as their interests may appear or their Representative under this Indenture or other agreement (if any) pursuant to which such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to such Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt.

          With respect to the holders of Senior Debt of any Guarantor, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article Thirteen, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt of any Guarantor, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or such Guarantor or any other Person money or assets to which any holders of such Senior Debt

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shall be entitled by virtue of this Article Thirteen, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

Section 13.06. Notice by the Guarantors.

          Each Guarantor shall promptly notify the Trustee and the Paying Agent in writing of any facts known to such Guarantor that would cause a payment of any Obligations with respect to its Note Guarantee to violate this Article Thirteen, but failure to give such notice shall not affect the subordination of the Note Guarantee of such Guarantor to its Senior Debt as provided in this Article Thirteen.

Section 13.07. Subrogation.

          After all Senior Debt of a Guarantor is paid in full and until the Notes are paid in full, Holders shall be subrogated (equally and ratably with all other Indebtedness pari passu with the Note Guarantees) to the rights of holders of such Senior Debt to receive distributions applicable to such Senior Debt to the extent that distributions otherwise payable to the Holders have been applied to the payment of such Senior Debt. A distribution made under this Article Thirteen to the holders of Senior Debt of a Guarantor which otherwise would have been made to Holders is not, as between the such Guarantor and Holders, a payment by such Guarantor on its Note Guarantee.

Section 13.08. Relative Rights.

          This Article Thirteen defines the relative rights of Holders and holders of Senior Debt of a Guarantor. Nothing in this Indenture shall:

     (a) impair, as between such Guarantor and Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments under its Note Guarantee in accordance with the terms under this Indenture;

     (b) affect the relative rights of Holders and creditors of such Guarantor other than their rights in relation to the holders of Senior Debt of such Guarantor; or

     (c) prevent the Trustee or any Holder from exercising its available remedies upon a default by such Guarantor under its Note Guarantee, subject to the rights of holders and owners of Senior Debt of such Guarantor to receive distributions and payments otherwise payable to the Holders.

          If a Guarantor fails because of this Article Thirteen to make a payment under its Note Guarantee in accordance with the terms under this Indenture, the failure is still a Default or Event of Default.

Section 13.09. Subordination May Not Be Impaired by Guarantor.

          No right of any holder of Senior Debt of any Guarantor to enforce the subordination of the Note Guarantee of such Guarantor shall be impaired by any act or failure to

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act by such Guarantor or any Holder or by the failure of such Guarantor or any Holder to comply with this Indenture.

Section 13.10. Distribution or Notice to Representative.

          Whenever a distribution is to be made or a notice is to be given to holders of Senior Debt of any Guarantor, the distribution may be made and the notice may be given to their Representative (if any).

          Upon any payment or distribution of assets of any Guarantor referred to in this Article Thirteen, the Trustee and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Debt of such Guarantor and other Indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Thirteen.

Section 13.11. Rights of Trustee and Paying Agent.

          Notwithstanding this Article Thirteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on any Note Guarantee, unless the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to such Note Guarantee to violate this Article Thirteen. Only the Company, a Guarantor or a Representative may give the notice. Nothing in this Article Thirteen shall impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07.

          The Trustee in its individual or any other capacity may hold Senior Debt of any Guarantor with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.

Section 13.12. Authorization to Effect Subordination.

          Each Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article Thirteen, and appoints the Trustee to act as such Holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.09 at least 30 days before the expiration of the time to file such claim, the lenders under the Credit Agreement are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes.

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Section 13.13. Reliance by Holders of Senior Debt of Guarantors on Subordination Provisions.

          Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Debt of any Guarantor, whether such Senior Debt was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, such Senior Debt and such holder of Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold such Senior Debt.

ARTICLE FOURTEEN
MISCELLANEOUS

Section 14.01. Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA Section 318(c), the imposed duties shall control.

Section 14.02. Notices.

          (a) Any notice or communication by the Company or any Guarantor, on the one hand, or the Trustee, on the other hand, to the other is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

           If to the Company and/or any Guarantor:

          Cardtronics, Inc.
          3110 Hayes Road
          Suite 300
          Houston, TX 77082
          Facsimile: (281) 8982-0151
          Attention: Chief Financial Officer

          with a copy to:

          Vinson & Elkins LLP
          First City Tower
          1001 Fannin Street, Suite 2300
          Houston, TX 77002
          Facsimile: (713) 615-5651
          Attention: David Oelman

          If to the Trustee:

          Wells Fargo Bank, National Association
          505 Main Street, Suite 301
          Fort Worth, TX 76102 Facsimile: (817) 885-8650
          Attention: Corporate Trust Administration

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          (b) The Company, the Guarantors or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

          (c) All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

          (d) Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

          (e) Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance on such waiver.

          (f) In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

          (g) If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

          (h) If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Section 14.03. Communication by Holders of Notes with Other Holders of Notes.

          Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and any other Person shall have the protection of TIA Section 312(c).

Section 14.04. Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

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     (i) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

     (ii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05) stating that, in the opinion of such counsel (who may rely upon an Officers’ Certificate as to matters of fact), all such conditions precedent and covenants have been satisfied.

Section 14.05. Statements Required in Certificate or Opinion.

          Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include:

     (i) a statement that the Person making such certificate or opinion has read such covenant or condition;

     (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

     (iii) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

     (iv) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 14.06. Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 14.07. No Personal Liability of Directors, Officers, Employees and Stockholders.

          No director, officer, employee, incorporator, stockholder, member, manager or partner of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. This waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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Section 14.08. Governing Law.

          THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES.

Section 14.09. Consent to Jurisdiction.

          Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court has been brought in an inconvenient forum.

Section 14.10. No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or any of its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 14.11. Successors.

          All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind such Guarantor’s successors, except as otherwise provided in Section 12.04.

Section 14.12. Severability.

          In case any provision in this Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 14.13. Counterpart Originals.

          The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 14.14. Acts of Holders.

          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Holders may be embodied in and

106

evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company if made in the manner provided in this Section 14.14.

          (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such witness, notary or officer the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

          (c) Notwithstanding anything to the contrary contained in this Section 14.14, the principal amount and serial numbers of Notes held by any Holder, and the date of holding the same, shall be proved by the register of the Notes maintained by the Registrar as provided in Section 2.04.

          (d) If the Company shall solicit from the Holders of the Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith or the date of the most recent list of Holders forwarded to the Trustee prior to such solicitation pursuant to Section 2.06 and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the then outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the then outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

          (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of

107

every Note issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

          (f) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so itself with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

Section 14.15. Benefit of Indenture.

          Nothing in this Indenture, the Notes or the Note Guarantees, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Registrar and its successors hereunder, and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 14.16. Table of Contents, Headings, Etc.

          The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

[SIGNATURE PAGES FOLLOW]

108

          IN WITNESS WHEREOF, the parties have executed this Indenture as of August 12, 2005.

CARDTRONICS, INC., a Delaware corporation
By:	/s/ JACK ANTONINI
	Name: Jack Antonini
	Title: President and Chief Executive Officer
CARDTRONICS GP, INC., a Delaware corporation
By:	/s/ JACK ANTONINI
	Name: Jack Antonini
	Title: President
CARDTRONICS LP, INC., a Delaware corporation
By:	/s/ PETER J. WINNINGTON
	Name: Peter J. Winnington
	Title: President
CARDTRONICS, LP, a Delaware partnership
By:	/s/ JACK ANTONINI
	Name: Jack Antonini
	Title: President

1

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
By:	/s/ MELISSA SCOTT
Name: Melissa Scott
Title: Vice President

2

EXHIBIT A

[Face of Note]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER, THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT

     (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY

     (i)(a) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS),

     (ii) TO THE ISSUER, OR

     (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE

1

SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND

(B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.”

[Additional language for Regulation S Note to be inserted after paragraph 1]

THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).

2

CUSIP 14161HAA6¹

	U14148AA52
No.	**$                    **

CARDTRONICS, INC.

9 1/4% SENIOR SUBORDINATED NOTES DUE 2013

Issue Date:

          Cardtronics, Inc., a Delaware corporation (the “Company,” which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of $200,000,000 on August 15, 2013.

Interest Payment Dates: February 15 and August 15, commencing February 15, 2006.

Record Dates: February 1 and August 15.

          Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

[SIGNATURE PAGE FOLLOWS]

1	Sold in reliance in Rule 144A
2	Sold in reliance on Regulation S

3

          IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officer.

CARDTRONICS, INC., a Delaware corporation

By:

Name:

Title:

4

(Trustee’s Certificate of Authentication)

This is one of the 9 1/4% Senior Subordinated Notes due 2013 described in the within-mentioned Indenture.

Dated: [•], 20[•]

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
By:
	Authorized Signatory

5

[Reverse Side of Note]

CARDTRONICS, INC.

9 1/4% Senior Subordinated Notes due 2013

          Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

          1. Interest. The Company promises to pay interest on the principal amount of this Note at 9 1/4% per annum from the date hereof until maturity and shall pay the Additional Interest, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company shall pay interest and Additional Interest, if any, semi-annually in arrears on February 15 and August 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be February 15, 2006. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal from time to time on demand at a rate that is the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

          2. Method of Payment. The Company shall pay interest on the Notes (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the record date immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest. If a Holder has given wire transfer instructions to the Company, the Company shall pay all principal, premium, if any, interest and Additional Interest, if any, on that Holder’s Notes in accordance with those instructions. All other payments on the Notes shall be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

          3. Paying Agent and Registrar. Initially, the Trustee under the Indenture shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

6

          4. Indenture. The Company issued the Notes under an Indenture dated as of August 12, 2005 (“Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture pursuant to which this Note is issued provides that an unlimited aggregate principal amount of Additional Notes may be issued thereunder.

          5. Optional Redemption. (a) Except as set forth in paragraphs 5(b) and(c) below, the Company shall not have the option to redeem the Notes prior to August 15, 2009. On or after August 15, 2009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below:

Year	Percentage
2009		104.625	%
2010		102.313	%
2011 and thereafter		100.000	%

          (b) At any time prior to August 15, 2008, the Company may redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) at a redemption price of 109.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the applicable redemption date, with the net cash proceeds of one or more Equity Offerings; provided that (1) at least 65% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption, excluding Notes held by the Company or its Affiliates; and (2) the redemption must occur within 45 days of the date of the closing of such Equity Offering.

          (c) At any time prior to August 15, 2009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest and Additional Interest, if any, to the date of redemption.

          6. Repurchase at Option of Holder. (a) In connection with one or more Asset Sales that result in an aggregate unutilized Excess Proceeds equal to or in excess of $10.0 million, the Company shall be required to make an Asset Sale Offer on the terms set forth in the Indenture.

          (b) If a Change of Control occurs, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple

7

thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture.

          7. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note (1) for a period of 15 days before a selection of Notes to be redeemed or (2) tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer. Transfer may be restricted as provided in the Indenture.

          8. Persons Deemed Owners. The registered Holder of a Note will be treated as its owner for all purposes.

          9. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to, among other things, cure any ambiguity defect or inconsistency, or make any change that does not adversely affect the legal rights under the Indenture of any such Holder.

          10. Defaults and Remedies. The Notes will have Events of Default and related remedies provisions set forth in Article Six of the Indenture.

          11. Trustee Dealings with Company. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may become a creditor of, or otherwise deal with the Company or any of its Affiliates, with the same rights it would have if it were not Trustee.

          12. No Recourse Against Others. No director, officer, employee, incorporator, stockholder, member, manager or partner of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. This waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

          13. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

8

          14. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. In addition to the rights provided to Holders under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement.

          15. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

          16. Note Guarantees. The Company’s obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

          17. Copies of Documents. The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

Cardtronics, Inc.
3110 Hayes Road
Houston TX 77802
Facsimile: (281) 892-0151
Attention: Chief Financial Officer

          18. Subordination. The Notes and the Note Guarantees are subordinated in right of payment in the manner and to the extent set forth in the Indenture.

9

Assignment Form

          To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:                                         

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:                                                             

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

10

OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

o Section 4.10       o Section 4.14

          If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                                        

Date:                                         

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:                                         

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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[To be inserted for Rule 144A Global Note]

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

			Principal Amount	Signature of
	Amount of Decrease in	Amount of Increase in	of this Global Note	Authorized Signatory
	Principal Amount	Principal Amount	Following such	of Trustee or
Date of Exchange	of this Global Note	of this Global Note	decrease (or increase)	Custodian

[To be inserted for Regulation S Global Note]

SCHEDULE OF EXCHANGES OF REGULATION S GLOBAL NOTE

          The following exchanges of a part of this Regulation S Global Note for an interest in another Global Note or of other Restricted Global Notes for an interest in this Regulation S Global Note, have been made:

			Principal Amount	Signature of
	Amount of Decrease in	Amount of Increase in	of this Global Note	Authorized Signatory
	Principal Amount	Principal Amount	Following such	of Trustee or
Date of Exchange	of this Global Note	of this Global Note	decrease (or increase)	Custodian

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Cardtronics, Inc.
3110 Hayes Road
Houston, TX 77802
Attention: Chief Financial Officer

Wells Fargo Bank, National Association
[Address]

Attention: [•]

          Re: 9 1/4% Senior Subordinated Notes due 2013

          Reference is hereby made to the Indenture, dated as of August 12, 2005 (the “Indenture”), among Cardtronics, Inc. a Delaware corporation(the “Company”) , the Guarantors, and Wells Fargo Bank, National Association, a nationally chartered banking association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                                                       (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                                         in such Note[s] or interests (the “Transfer”), to                                                              (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

     o 1. Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

     o 2. Check if Transferee will take delivery of a beneficial interest in a Legended Regulation S Global Note, or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the

1

Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Legended Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

     o 3. Check and complete if Transferee will take delivery of a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144, Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

     o (a) such Transfer is being effected to the Company or a subsidiary thereof; or

     o (b) such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Definitive Notes and in the Indenture and the Securities Act.

          4. Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

     o (a) Check if Transfer is Pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the

2

Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

     o (b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and, in the case of a transfer from a Restricted Global Note or a Restricted Definitive Note, the Transferor hereby further certifies that (a) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (b) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (c) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (d) the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person, and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

     o (c) Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

3

     This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

Dated:
[Insert Name of Transferor]
	By:
		Name:
		Title:

4

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

o	(a)	a beneficial interest in the:
	(i)	144A Global Note (CUSIP                                         ); or
	(ii)	Regulation S Global Note (CUSIP                                         ); or
o	(b)	a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

o	(a)	a beneficial interest in the:
	(i)	144A Global Note (CUSIP                                         ); or
	(ii)	Regulation S Global Note (CUSIP                                         ); or
	(iii)	Unrestricted Global Note (CUSIP                                         ); or
o	(b)	a Restricted Definitive Note; or
o	(c)	an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

5

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Cardtronics, Inc.
3110 Hayes Road
Houston, TX 77802
Attention: Chief Financial Officer

Wells Fargo Bank, National Association
[Address]

Attention: [•]

          Re: 9 1/4% Senior Subordinated Notes due 2013

          Reference is hereby made to the Indenture, dated as of August 12, 2005 (the “Indenture”), among Cardtronics, Inc. a Delaware corporation (the “Company”), the Guarantors and Wells Fargo Bank, National Association, a nationally chartered banking association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                                                       (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                                         in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

          1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

     o (a) Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

     o (b) Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the

1

Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

     o (c) Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

     o (d) Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

          2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

     o (a) Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

     o (b) Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] :

o 144A Global Note:

o Regulation S Global Note:

2

with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

          This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

Dated:
[Insert Name of Transferor]
By:
	Name:
	Title:

3

EXHIBIT D

FORM OF NOTATION OF GUARANTEE

          For value received, each Guarantor (which term includes any successor Person under the Indenture) jointly and severally, unconditionally guarantees, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of August 12, 2005 (the “Indenture”) among Cardtronics, Inc. (the “Company”), the Guarantors named therein and Wells Fargo Bank, National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium, and, to the extent permitted by law, interest and Additional Interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article Twelve of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated and subject in right of payment upon any defeasance of this Note in accordance with the provisions of the Indenture. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture.

1

IN WITNESS HEREOF, the Guarantors have caused this Notation of Guarantee to be executed by a duly authorized officer.

CARDTRONICS GP, INC.
By:
	Name:
	Title:
CARDTRONICS LP, INC.
By:
	Name:
	Title:
CARDTRONICS, LP
By:
	Name:
	Title:

2

EXHIBIT E

FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS

          Supplemental Indenture (this “Supplemental Indenture”), dated as of                                         , among                                          (the “Guaranteeing Subsidiary”), a subsidiary of Cardtronics, Inc., a Delaware corporation (or its permitted successor) (the “Company”), and Wells Fargo Bank, National Assocation, a nationally chartered banking association (or its permitted successor), as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

          WHEREAS, the Company and the other Guarantors party thereto have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of August 12, 2005 providing for the issuance of the Company’s 9 1/4% Senior Subordinated Notes due 2005 (the “Notes”);

          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall, subject to Article Twelve of the Indenture, unconditionally guarantee the Notes on the terms and conditions set forth therein (the “Note Guarantee”); and

          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

          NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors, the Guaranteeing Subsidiary and the Trustee agree as follows for the equal and ratable benefit of the Holders of the Notes:

          1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

          2. Agreement to Guarantee.

          (a) Subject to Article Twelve of the Indenture, the Guaranteeing Subsidiary, jointly and severally with all other Guarantors, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

     (i) the principal of, premium, if any, and accrued and unpaid interest and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest and Additional Interest, if any, on the Notes, if lawful (subject in all cases to any applicable grace period provided herein), and all other

E-1

obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full, all in accordance with the terms hereof and thereof; and

     (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guaranteeing Subsidiary agrees that this is a guarantee of payment and not a guarantee of collection.

          (b) The Guaranteeing Subsidiary hereby agrees that, to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

          (c) The Guaranteeing Subsidiary, subject to Section 6.06 of the Indenture, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture.

          (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or the Guarantors, any amount paid by any of them to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

          (e) The Guaranteeing Subsidiary agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

          (f) The Guaranteeing Subsidiary agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six of the Indenture for the purposes of the Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Note Guarantee.

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          (g) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

          (h) The Guaranteeing Subsidiary confirms, pursuant to Section 12.02 of the Indenture, that it is the intention of such Guaranteeing Subsidiary that the Note Guarantee not constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guarantee or (ii) an unlawful distribution under any applicable state law prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable to the Note Guarantee. To effectuate the foregoing intention, the Guaranteeing Subsidiary and the Trustee hereby irrevocably agree that the obligations of the Guaranteeing Subsidiary will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guaranteeing Subsidiary that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article Twelve of the Indenture, result in the obligations of the Guaranteeing Subsidiary under the Note Guarantee not constituting a fraudulent transfer or conveyance or such an unlawful shareholder distribution.

          3. Execution and Delivery. The Guaranteeing Subsidiary agrees that the Note Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the Note Guarantee.

          4. Guaranteeing Subsidiary May Consolidate, Etc., on Certain Terms. The Guaranteeing Subsidiary may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, any Person other than as set forth in Section 12.04 of the Indenture.

          5. Release. The Guaranteeing Subsidiary’s Note Guarantee shall be released as set forth in Section 12.05 of the Indenture.

          6. No Recourse Against Others. Pursuant to Section 14.07 of the Indenture, no director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Guaranteeing Subsidiary under the Notes, the Indenture, this Supplemental Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. This waiver and release are part of the consideration for the Note Guarantee.

          7. Subordination of Note Guarantee. Payments on the Note Guarantees are subordinated to the extent and manner provided for in Article 13 of the Indenture, to the prior payment in full in cash or Cash Equivalents of all Senior Debt of the Guarantors, including Senior Debt of the Guarantors incurred after the date of the Indenture.

          8. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

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          9. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          10. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

          11. Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

[SIGNATURE PAGE FOLLOWS]

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          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

[NAME OF GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:
[•], a [•] [corporation][limited liability
company][partnership]
By:
	Name:
	Title:
[•],
as Trustee
By:
	Name:
	Title:

E-5

EX-4.3

Exhibit 4.3

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

by and among

CARDTRONICS, INC.
CARDTRONICS GP, INC.
CARDTRONICS LP, INC.
CARDTRONICS, LP

and

Banc of America Securities LLC
BNP Paribas Securities Corp.
J.P. Morgan Securities Inc.

Dated as of August 12, 2005

REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 12, 2005, by and among Cardtronics, Inc., a Delaware corporation (the “Company”), Cardtronics GP, Inc., Cardtronics LP, Inc., Cardtronics, LP, (collectively, the “Guarantors”), and Banc of America Securities LLC, BNP Paribas Securities Corp. and J.P. Morgan Securities, Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 9 1/4% Senior Subordinated Notes due 2013 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”

     This Agreement is made pursuant to the Purchase Agreement, dated August 3, 2005 (the “Purchase Agreement”), among the Company, the Guarantors and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Initial Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement.

     The parties hereby agree as follows:

     Section 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

     Additional Interest Payment Date: With respect to the Initial Securities, each Interest Payment Date.

     Broker-Dealer: Any broker or dealer registered under the Exchange Act.

     Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed.

     Closing Date: The date of this Agreement.

     Commission: The Securities and Exchange Commission.

     Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

     Effectiveness Target Date: As defined in Section 5 hereof.

     Exchange Act: The Securities Exchange Act of 1934, as amended.

     Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.

     Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

     Exchange Securities: The 9 1/4% Senior Subordinated Notes due 2013, of the same series under the Indenture as the Initial Notes and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.

     Holders: As defined in Section 2(b) hereof.

     Indemnified Holder: As defined in Section 8(a) hereof.

     Indenture: The Indenture, dated as of August 12, 2005, by and among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

     Initial Purchaser: As defined in the preamble hereto.

     Initial Notes: As defined in the preamble hereto.

     Initial Placement: The issuance and sale by the Company of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement.

     Initial Securities: As defined in the preamble hereto.

     Interest Payment Date: As defined in the Indenture and the Securities.

     NASD: NASD Inc.

     Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

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     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

     Registration Default: As defined in Section 5 hereof.

     Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

     Securities: As defined in the preamble hereto.

     Securities Act: The Securities Act of 1933, as amended.

     Shelf Filing Deadline: As defined in Section 4(a) hereof.

     Shelf Registration Statement: As defined in Section 4(a) hereof.

     Trust Indenture Act: The Trust Indenture Act of 1939, as amended.

     Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the date on which such Initial Security is exchanged by a Person other than a broker-dealer for an Exchange Security in the Exchange Offer, (b) following the exchange by a broker dealer in the Exchange Offer of an Initial Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (c) the date of which such Initial Security has been effectively registered under the Securities Act and disposed of the date on which such Initial Security is distributed to the public pursuant to Rule 144 under the Securities Act.

     Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

     Section 2. Securities Subject to this Agreement.

     (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

     (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

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     Section 3. Registered Exchange Offer.

     (a) Unless the Exchange Offer is not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), each of the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 240 days after the Closing Date (or if such 240th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use their reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably practicable, but in no event later than 300 days after the Closing Date (or if such 300th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

     (b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days after the Effectiveness Target Date (or if such 30th day is not a Business Day, the next succeeding Business Day).

     (c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the

4

Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

     Each of the Company and the Guarantors shall use their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

     The Company shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

     Section 4. Shelf Registration.

     (a) Shelf Registration. If (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its affiliates, then, upon such Holder’s request, the Company and the Guarantors shall

     (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) on or prior to the later of (1) the 60th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement, (2) the 60th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (ii) above, and (3) the 240th day after the Closing Date (or if such 240th day is not a Business Day, the next succeeding Business Day) (such earliest date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

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     (y) use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the later of (i) the 300th day after the Closing Date (or if such 300th day is not a Business Day, the next succeeding Business Day) and (ii) 120^th day after the obligation to file the Shelf Filing Deadline.

     Each of the Company and the Guarantors shall use its best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Initial Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement or are no longer restricted securities under Rule 144 under the Securities Act).

     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

     Section 5. Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (after the Effectiveness Target Date) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a

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different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.

     All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

     Section 6. Registration Procedures.

     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall, to the extent applicable, comply with all of the provisions of Section 6(c) hereof, shall use their reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

     (i) If in the reasonable opinion of counsel to the Company there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Company and the Guarantors hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.

     (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may

7

include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company.

     (b) Shelf Registration Statement. In connection with the Shelf Registration Statement, each of the Company and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use their reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Company and the Guarantors will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

     (c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities by Broker-Dealers), each of the Company and the Guarantors shall:

     (i) use their reasonable best efforts to keep such Registration Statement continuously effective and provide to the Commission all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors for the period specified in Section 3 or 4 hereof, as applicable); upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its reasonable best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

     (ii) prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the

8

disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

     (iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the Company and the Guarantors shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

     (iv) furnish without charge to each of the Initial Purchasers, if requested, and with respect to a Shelf Registration Statement, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission;

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     (v) in the case of any Shelf Registration Statement, make available at reasonable times for inspection by the Holders, the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of each of the Company and the Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent requested by the managing underwriter(s), if any;

     (vi) in the case of any Shelf Registration Statement, if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

     (vii) cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Securities covered thereby or the underwriter(s), if any;

     (viii) in the case of any Exchange Offer Registration Statement, if requested, furnish to each Initial Purchaser, and in the case of any Shelf Registration Statement, furnish to each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

     (ix) in the case of any Shelf Registration Statement, deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; each of the Company and the Guarantors hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

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     (x) enter into and cause the Guarantors to enter into such agreements (including an underwriting agreement), and make and cause the Guarantors to make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Shelf Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Shelf Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, each of the Company and the Guarantors shall:

     (A) if requested, furnish to each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the effectiveness of the Shelf Registration Statement:

     (1) a certificate, dated the date of effectiveness of the Shelf Registration Statement signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Company and the Guarantors, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 5(f) of the Purchase Agreement and such other matters as such parties may reasonably request;

     (2) an opinion, dated the date of effectiveness of the Shelf Registration Statement of counsel for the Company and the Guarantors, covering the matters set forth in Section 5(c) of the Purchase Agreement and such other matter as such parties may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company and the Guarantors, representatives of the independent public accountants for the Company and the Guarantors, representatives of the underwriter(s), if any, and counsel to the underwriter(s), if any, in connection with the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel’s attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective, and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material

11

fact or omitted to state a material fact necessary in order to make the statements therein not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and

     (3) a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Company’s independent accountants, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings, and covering or affirming the matters set forth in the comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement, without exception;

     (B) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

     (C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or any of the Guarantors pursuant to this Section 6(c)(xi), if any.

     If at any time, prior to the effectiveness of the Shelf Registration Statement, the representations and warranties of the Company and the Guarantors contemplated in Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the Company or the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

     (xii) prior to any public offering of Transfer Restricted Securities, cooperate with, and cause the Guarantors to cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that none of the Company nor the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;

     (xiii) shall issue, upon the request of any Holder of Initial Securities covered by the Shelf Registration Statement, Exchange Securities having an aggregate principal

12

amount equal to the aggregate principal amount of Initial Securities surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Initial Securities held by such Holder shall be surrendered to the Company for cancellation;

     (xiv) cooperate with, and cause the Guarantors to cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);

     (xv) use its reasonable best efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof;

     (xvi) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading;

     (xvii) provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company;

     (xviii) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASD;

     (xix) otherwise use their reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the

13

Company’s first fiscal quarter commencing after the effective date of the Registration Statement;

     (xx) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with, and cause the Guarantors to cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use its best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner;

     (xxi) cause all Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed if requested by the Holders of a majority in aggregate principal amount of Initial Securities or the managing underwriter(s), if any; and

     (xxii) provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act.

     Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; provided, however, that no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Company’s option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5 hereof.

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     Section 7. Registration Expenses.

     (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the NASD)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

     Each of the Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors.

     (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Shearman & Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

     Section 8. Indemnification.

     (a) The Company and the Guarantors, jointly and severally, agrees to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the

15

reasonable fees and expenses of counsel to any Indemnified Holder), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except (i) insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder from whom the person asserting any such losses, claims, damages, liabilities or expenses purchased the securities concerned, to the extent that a final prospectus relating to such securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, claim, damage, liability or expense of such Holder resulted solely from an untrue statement or omission or alleged untrue statement or omission of a material fact contained in or omitted from such preliminary prospectus which was corrected in the final prospectus, if the Company had previously furnished copies thereof to such holder. This indemnity agreement shall be in addition to any liability which the Company or any of the Guarantors may otherwise have.

     In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and the Guarantors in writing; provided, however, that the failure to give such notice shall not relieve any of the Company or the Guarantors of its obligations pursuant to this Agreement unless and to the extent the Company or the Guarantors are materially prejudiced by such failure to notify. Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company and the Guarantors (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder). The Company and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders. The Company and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the Company’s and the Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and each of the Company and the Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company and the Guarantors. The Company and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any

16

Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.

     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors and their respective directors, officers of the Company and the Guarantors who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Company, the Guarantors or their respective directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company and the Guarantors, and the Company, the Guarantors, their respective directors and officers and such controlling person shall have the rights and duties given to each Holder by the preceding paragraph.

     (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Company and the Guarantors shall be deemed to be equal to the total gross proceeds to the Company and the Guarantors from the Initial Placement), the amount of Additional Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Company and the Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any of the Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

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     The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total net proceeds received by such Holder from the sale of securities pursuant to a Registration Statement exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint.

     Section 9. Rule 144A. Each of the Company and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

     Section 10. Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

     Section 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.

     Section 12. Miscellaneous.

     (a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it

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of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

     (b) No Inconsistent Agreements. Each of the Company and the Guarantors will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Company nor any of the Guarantors has previously entered into any agreement granting any registration rights with respect to its securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s or any of the Guarantors’ securities under any agreement in effect on the date hereof.

     (c) Adjustments Affecting the Securities. The Company will not take any action, or permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

     (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

     (e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

     (i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

     (ii) if to the Company:

Cardtronics, Inc.
3110 Hayes Road, suite 300
Houston, TX 77082
Telecopier No.: (281) 892-0151
Attention: Chief Financial Officer

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With a copy to:
Vinson & Elkins LLP
First City Tower,
1001 Fannin Street, Suite 2300
Houston, TX 77002
Telecopier No.: (713) 615-5861
Attention: David Oelman

     All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

     Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

     (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

     (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.

     (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

     (k) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

CARDTRONICS, INC.
By:	/s/ JACK ANTONINI
	Name:	Jack Antonini
	Title:	President and Chief Executive Officer
CARDTRONICS GP, INC.
By:	/s/ JACK ANTONINI
	Name:	Jack Antonini
	Title:	President
CARDTRONICS LP, INC.
By:	/s/ PETER J. WINNINGTON
	Name:	Peter J. Winnington
	Title:	President
CARDTRONICS, LP
By:	/s/ JACK ANTONINI
	Name:	Jack Antonini
	Title:	President

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     The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:

BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
J.P. MORGAN SECURITIES INC.

By: Banc of America Securities LLC

By:	/s/ Lex Maultsby
	Managing Director

EX-5.1

Exhibit 5.1

VINSON & ELKINS L.L.P.

2300 FIRST CITY TOWER

1001 FANNIN STREET

HOUSTON, TEXAS 77002-6760

TELEPHONE (713) 758-2222

FAX (713) 758-2346

www.velaw.com

January 20, 2006

Cardtronics, Inc.
3110 Hayes Road, Suite 300
Houston, Texas 77082

Ladies and Gentlemen:

     We have acted as counsel for Cardtronics, Inc., a Delaware corporation (the “Company”) and certain of its subsidiaries with respect to with the preparation of the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”) of (i) the offer and exchange by the Company (the “Exchange Offer”) of $200,000,000 aggregate principal amount of its 9.250% Senior Subordinated Notes due 2013 (the “Initial Notes”), for a new series of notes bearing substantially identical terms and in like principal amount (the “Exchange Notes”) and (ii) the guarantees (the “Guarantees”) of certain subsidiaries of the Company listed in the Registration Statement as guarantors (the “Subsidiary Guarantors”) of the Initial Notes and the Exchange Notes. The Initial Notes were issued, and the Exchange Notes will be issued, under an Indenture dated as of August 12, 2005, among the Company, the Subsidiary Guarantors and Wells Fargo National Bank, National Association, as Trustee (the “Indenture”). The Exchange Offer will be conducted on such terms and conditions as are set forth in the prospectus contained in the Registration Statement to which this opinion is an exhibit.

     We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Indenture and (iii) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In connection with this opinion, we have assumed that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and the Exchange Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement.

     Based on the foregoing, we are of the opinion that when the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture, (i) such Exchange Notes will be legally issued and will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, and (ii) the Guarantees of the Subsidiary Guarantors remain valid and binding obligations of such subsidiaries, enforceable against the Company and each such Subsidiary Guarantor in accordance with their terms, except in each case as such enforcement is subject to any applicable bankruptcy, insolvency, reorganization or other law relating to or affecting creditors’ rights generally and general principles of equity.

     We express no opinions concerning (a) the validity or enforceability of any provisions contained in the Indenture that purport to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law; or (b) the enforceability of indemnification provisions to the

extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.

     The opinions expressed herein are limited exclusively to the laws of the State of New York and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our firm name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.

Very truly yours,

/s/ Vinson & Elkins L.L.P.

Vinson & Elkins L.L.P.

EX-10.2

Exhibit 10.2

THIRD AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT

          This THIRD AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (this “Agreement”), dated as of May 17, 2005, is by and between CARDTRONICS, INC., a Delaware corporation (the “Borrower”), CARDTRONICS, LP, a Delaware limited partnership (the “Partnership”), CARDTRONICS GP, INC., a Delaware corporation (the “General Partner”), CARDTRONICS LP, INC., a Delaware corporation (the “Limited Partner”), the other Subsidiary Guarantors (as hereinafter defined) from time to time party hereto, BANK OF AMERICA, N.A., a national banking association (in its individual capacity, “Bank of America”), for itself, as a Lender and as syndication agent (in such capacity, the “Syndication Agent”), BNP PARIBAS (in its individual capacity, “BNP Paribas”), for itself, as a Lender and as agent (in such capacity, the “Agent”), Banc of America Securities LLC and BNP Paribas Securities Corp., as joint lead arrangers and joint bookrunning managers (in such capacity, collectively, the “Arrangers”), and the banks and other financial institutions listed on the signature pages hereto under the caption “Lenders” (collectively, together with all successors and assigns and all additional Lenders that subsequently become a party hereto, the “Lenders”).

PRELIMINARY STATEMENTS

          Pursuant to (i) that certain Second Amended and Restated Credit Agreement (as amended, the “Original Credit Agreement”), dated as of June 30, 2004, among the Borrower and the Partnership, as borrowers, various financial institutions and other Persons from time to time party thereto (the “Existing Lenders”) and BNP Paribas, as agent and (ii) the other Loan Documents (as defined in the Original Credit Agreement) executed in connection therewith, the Existing Lenders provided the Borrower and the Partnership with a $180,000,000 credit facility.

          The Borrower intends (a) to cause Cardtronics Limited, a company incorporated in England and Wales and a wholly-owned Subsidiary of the Borrower (“Bidco”), to acquire (the “UK Acquisition”) all of the issued and outstanding capital stock of Bank Machine (Acquisitions) Limited, a company incorporated under the laws of England and Wales and the parent of Bank Machine Limited, a company incorporated under the laws of England and Wales (the “Company”), from Bridgepoint Capital Limited and its Affiliates and the other existing shareholders of the Company (the “Sellers”) and (b) to refinance (the “Refinancing” and, together with the UK Acquisition and the funding of the credit facilities hereunder, collectively, the “Transaction”) all of the indebtedness outstanding under the Original Credit Agreement and certain indebtedness of the Company.

          To finance the Transaction and related costs and expenses and to obtain ongoing working capital, the Borrower and the Partnership have requested that the Original Credit Agreement be amended and restated in its entirety to become effective and binding on the Borrower and the Guarantors (as hereinafter defined) pursuant to the terms hereof to provide for, among other things, credit facilities to the Borrower comprised of (a) a senior first lien term loan facility in the aggregate principal amount of up to $125,000,000 and (b) a senior first lien revolving credit facility in the aggregate principal amount of up to $100,000,000.

Third Amended and Restated Credit Agreement

          Simultaneously with entering into this Agreement, the Borrower is entering into a Second Lien Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with Section 8.17, the “Second Lien Credit Agreement”), with the guarantors, lenders and the arranger party thereto and Banc of America Bridge LLC, as agent.

          It is a condition to the obligations of the Lenders hereunder and the effectiveness of this Agreement that, among other conditions, (a) the UK Acquisition is consummated pursuant to the UK Acquisition Agreement and (b) to provide a portion of the financing for the UK Acquisition, the Borrower shall have received the proceeds of loans under the Second Lien Credit Agreement in an aggregate principal amount of at least $75,000,000.

          The provisions of this Agreement and the Second Lien Credit Agreement are (as between the Lenders and the “Lenders” under the Second Lien Credit Agreement) subject to the provisions of the Intercreditor Agreement.

          In connection with the foregoing, the Lenders (including the Existing Lenders that are parties hereto) have agreed (subject to the terms and conditions of this Agreement) to amend and restate the Original Credit Agreement in its entirety to read as set forth herein and the Agent has agreed to serve as Agent for the Lenders.

          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, the Borrower, the other Loan Parties, the Agent and the Lenders agree as follows:

ARTICLE I
DEFINITIONS; ACCOUNTING TERMS

          SECTION 1.01 Definitions. As used in this Agreement, the following terms shall have the following meanings:

          “Acquisition Advance” has the meaning specified in Section 5.04.

          “Acquisition Agreements” has the meaning specified in Section 5.04(a).

          “Acquisition EBITDA” means the sum of (a) EBITDA of the Borrower and its Subsidiaries for the period of four (4) fiscal quarters immediately preceding the measurement date for which financial statements are available plus (b) the Adjusted Target EBITDA of each Prior Target and Prior Large Program Expenditure or, as applicable, the Adjusted Target EBITDA of a Prior Target attributable to the assets acquired from such Prior Target, for any portion of such period of four (4) fiscal quarters occurring prior to the date of the Borrower’s Acquisition of such Prior Target or the related assets or such Prior Large Program Expenditure.

          “Acquisitions” shall mean (i) acquisitions of all the Equity Interests of a Person or of all or substantially all of (a) such Person’s assets or (b) the assets of a division or branch of such Person in a single transaction or in a series of related transactions and (ii) Large Program Expenditures.

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          “Act” has the meaning specified in Section 12.22.

          “Adjusted Target EBITDA” means, for any period, the sum of the following, each calculated without duplication for the Target or the assets acquired for such period or the Large Program Expenditure for such period, as the case may be: (1) Target EBITDA; plus (2) all of those expenses which have been deducted in calculating Target EBITDA for such period and which will be eliminated in the future upon the consummation of the proposed Acquisition by the Borrower or its Subsidiary as approved by Agent, with such other adjustments as are also approved by the Agent; minus (3) all income or gains which have been added in calculating Target EBITDA for such period and which will be eliminated in the future upon the consummation of the proposed Acquisition by the Borrower as approved by Agent.

          “Administrative Questionnaire” means an Administrative Questionnaire in the form of Exhibit 1.01A, completed by each Lender and provided to the Agent and the Borrower.

          “Advance” means, (a) in respect of any Revolving Credit Loans, an advance made under the “Revolving Credit Commitment” pursuant to a Notice of Advance, (b) in respect of any Swing Line Loan, an advance made by the Swing Line Lender and (c) in respect of the Term Loan, a single advance made on the Effective Date, in each case comprised of a single Type of Loan made by all the Lenders concurrently (except as to any Advance made under the Swing Line Loan) to the Borrower (or resulting from a conversion or continuance of all or any portion (subject to minimums herein specified) having, in the case of LIBOR Rate Advances, the same Interest Period (except as otherwise provided in this Agreement).

          “Advance Date” means, with respect to each Advance, the Business Day upon which the proceeds of such Advance are to be made available to the Borrower as selected by the Borrower in the relevant Notice of Advance.

          “Affiliate” means any Person controlling, controlled by or under common control with any other Person. For purposes of this definition, “control” (including “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to either (a) vote 10% or more of the securities having ordinary voting power for election of directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or otherwise. Notwithstanding the foregoing, no individual shall be deemed to be an Affiliate of a corporation solely by reason of his or her being an officer or director of such corporation.

          “Agent” has the meaning specified in the introduction to this Agreement.

          “Agent’s Letter” means that certain fee letter dated as of May 17, 2005 from Bank of America, Banc of America Bridge LLC, Banc of America Securities LLC, BNP Paribas and BNP Paribas Securities Corp. to, and acknowledged by, the Borrower.

          “Agreement” has the meaning specified in the introduction to this Agreement.

          “Alternate Base Rate” means, for any day, a rate per annum (rounded upwards to the nearest 1/100 of 1%) equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1% per annum. If, for any reason,

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the Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate, including the inability or failure of the Agent to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be determined without regard to clause (ii) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

          “Alternate Base Rate Advance” means any Advance bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

          “Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of an Alternate Base Rate Advance and such Lender’s LIBOR Lending Office in the case of a LIBOR Rate Advance.

          “Approved Business” has the meaning specified in Section 8.01.

          “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

          “Arrangers” has the meaning specified in the introduction to the Agreement.

          “Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

          “Assignment and Acceptance” has the meaning specified in Section 12.10(c).

          “ATM Equipment” means automated teller machines.

          “Bank of America” has the meaning specified in the introduction to the Agreement.

          “Bankruptcy Code” has the meaning specified in Section 9.01(f).

          “Bidco” has the meaning specified in the Preliminary Statements.

          “BNP Paribas” has the meaning specified in the introduction to the Agreement.

          “Board” means the Board of Governors of the Federal Reserve System of the United States (or any successor) and any other banking authority to which the Lenders are subject for Eurocurrency Liabilities or any other category of deposits or liabilities by reference to which the LIBOR Rate is determined.

          “Borrower” has the meaning specified in the introduction to the Agreement.

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          “Bridge Termination Date” means the earliest of (a) the date on which the Loans (as defined in the Second Lien Credit Agreement) are repaid in full, (b) the date on which such Loans are fully sold or syndicated by Banc America Bridge LLC to lenders who are not affiliated with Bank of America and (c) the date that is 270 days after the Effective Date (as defined in the Second Lien Credit Agreement).

          “Business Day” means any day (other than a day which is a Saturday, Sunday or legal holiday in the State of Texas and the State of New York) on which banks are open for business in Houston, Texas and New York and, if the applicable Business Day relates to any LIBOR Rate Advance, on which dealings are carried on in the London interbank market in eurodollar or Sterling.

          “Capital Expenditures” means all of the capital expenditures (including, but not limited to, acquisitions of Equity Interests of a Person) of the Borrower and its Subsidiaries on a consolidated basis which, pursuant to GAAP, are capitalized for balance sheet purposes.

          “Capitalized Lease Obligations” means all lease or rental obligations of the Borrower and its Subsidiaries determined on a consolidated basis which, pursuant to GAAP, are capitalized for balance sheet purposes.

          “CapStreet” means The CapStreet Group, LLC and any of its Affiliates.

          “CFC” means a controlled foreign corporation as defined in Section 957(a) of the Code.

          “Change of Control” occurs upon the occurrence of any of the following:

          (A) prior to any initial public offering of the Borrower’s Voting Equity Interests, CapStreet and TA Associates cease to own on a combined basis, of record, at least a majority of the aggregate voting power of all classes of Voting Equity Interests of the Borrower;

          (B) after any initial public offering of the Borrower’s Voting Equity Interests, the acquisition by any Person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of beneficial ownership (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of greater than fifty percent (50%) of the aggregate voting power of all classes of Voting Equity Interests of the Borrower;

          (C) the Borrower ceases to own directly or indirectly one hundred percent (100%) of the Equity Interests of the Partnership or the Company or any other Subsidiary of the Borrower (other than Subsidiaries as to which aggregate Investments in which are permitted under Section 8.05(i));

          (D) fifty percent (50%) or more of the members of the Board of Directors of the Borrower on any date shall not have been approved (by recommendation, nomination, election or otherwise) by either (i) CapStreet and/or TA Associates or (ii) Persons who constitute at least a majority of the members of the Board of Directors of the Borrower as constituted on the date twelve (12) months prior to such date; or

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          (E) a “change of control” or any comparable term under, and as defined in, the Second Lien Credit Agreement shall have occurred.

          “Code” means the Internal Revenue Code of 1986 and the regulations promulgated thereunder, in each case as amended from time to time.

          “Collateral” means all of the “Collateral” referred to in the Security Documents and all of the other property and assets that are or are intended under the terms of the Security Documents to be subject to Liens in favor of the Agent for the benefit of the Lenders.

          “Commitment” means the obligation of each of the Lenders to make available the Loans and to issue the Letters of Credit to the Borrower in the amounts shown on the signature page of each Lender hereto as modified from time to time pursuant to the terms hereof (or, as to any Lender that has entered into an Assignment and Acceptance, in the amount resulting after giving effect to each Assignment and Acceptance entered into by such Lender) and all other duties and obligations of the Lenders hereunder.

          “Commitment Letter” means that certain commitment letter dated as of May 17, 2005 from Bank of America, Banc of America Bridge LLC, Banc of America Securities LLC, BNP Paribas and BNP Paribas Securities Corp. to, and accepted by, the Borrower.

          “Company” has the meaning specified in the Preliminary Statements.

          “Credit Event” means the making of any Advance, the conversion of any Advance into, or continuation of any Advance as, a LIBOR Rate Advance or the issuance of any Letter of Credit.

          “Default” means the occurrence of any event which with the giving of notice or the passage of time or both would be an Event of Default.

          “Default Rate” means the lesser of (a) the Highest Lawful Rate and (b) the sum of (i) the Alternate Base Rate or, as to any LIBOR Rate Advance, during any Interest Period in which an Event of Default is continuing, the LIBOR Rate for such LIBOR Rate Advance, as the case may be, plus (ii) the applicable Margin, plus (iii) two percent (2%) per annum.

          “Derivatives” means, with respect to any Person, foreign exchange transactions and commodity, currency and interest rate swaps, floors, caps, collars, forward sales, options and other similar transactions or combinations of the foregoing.

          “Designated Payment Date” means September 30, December 31, March 31 and June 30, in any calendar year, and the Maturity Date, provided, however, if in any such year a Designated Payment Date shall be a day which is not a Business Day, such Designated Payment Date shall be the next succeeding Business Day, and such extension of time shall be included in determining the amount to be paid on such date.

          “Dollars” or “$” means lawful money of the United States.

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          “Domestic Lending Office” means, with respect to any Lender, the office of such Lender designated from time to time as its “Domestic Lending Office” hereunder.

          “Domestic Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is neither a CFC nor a Subsidiary that is held directly or indirectly by a CFC, but excluding in any case any Foreign Subholdco.

          “EBITDA” means, with respect to the Borrower and its Subsidiaries determined on a consolidated basis for the four (4) fiscal quarters immediately preceding the most recent Financial Statement Delivery Date, without duplication, the result of net income less any non-cash income to the extent included in determining net income and without giving effect to any non-recurring items, expenses relating to the compensation of sellers in connection with any Permitted Acquisitions or Large Program Expenditures and other transaction expenses and costs pursuant to any Permitted Acquisition or Large Program Expenditure, extraordinary gains or losses from the sale of assets or write-down in the value of assets owned by any Loan Party or any Subsidiary of any Loan Party during such period plus depreciation, amortization, Interest Expense, book taxes and other non cash charges for such period to the extent deducted in determining net income.

          “Effective Date” means the date on which all conditions to make an Advance set forth in Section 5.01 are first met or waived in accordance with Section 12.01 hereof.

          “Eligible Assignee” means (a) with respect to any Revolving Credit Loans or Revolving Credit Commitments, (i) a Lender; (ii) an Affiliate of a Lender or an Approved Fund approved by the Agent, such approval not to be unreasonably withheld or delayed and (iii) any other Person (other than a natural person) approved by the Agent, the Issuing Bank and the Swing Line Lender and, unless an Event of Default has occurred and is continuing, the Borrower, such approval not to be unreasonably withheld or delayed, and (b) with respect to any Term Loans or Term Loan Commitments, (i) a Lender, an Affiliate of a Lender or an Approved Fund and (ii) any other Person (other than a natural person) approved by the Agent and, unless an Event of Default has occurred and is continuing, the Borrower, such approval not to be unreasonably withheld or delayed; provided that, notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

          “Employee Plan” means any employee benefit plan, program or policy with respect to which the Borrower or any ERISA Affiliate may have any liability or any obligation to contribute, other than a Plan or a Multiemployer Plan.

          “Environmental Laws” means applicable federal, state or local laws, rules or regulations, and any applicable judicial interpretations thereof, including any judicial or administrative order, judgment, permit, approval decision or determination, in each case pertaining to conservation or protection of the environment, in effect at the time in question, including the Clean Air Act, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the Federal Water Pollution Control Act, the Occupational Safety and Health Act, the Resource Conservation and Recovery Act, the Safe Drinking Water Act, the Toxic Substances Control Act, the Superfund Amendments and Reauthorization Act of 1986, the Hazardous Materials Transportation Act and analogous state and local laws as may be amended from time to time

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thereby imposing either more or less stringent requirements as relates to activity occurring after the effective date of any such amendments.

          “Equity Interests” in any Person means any and all shares, interests, rights to purchase, warrants, options, convertible debt, participations or other equivalents of or interests in (however designated) corporate stock or other equity participations, including, membership interests or partnership interests, whether general or limited, in such Person, together with all other rights and interests convertible into or exchangeable for any of the foregoing.

          “Equivalent” in Dollars of Sterling on any date means the equivalent in Dollars of Sterling determined by using the quoted spot rate at which the Agent’s principal office in New York offers to exchange Dollars for Sterling in London prior to 3:00 p.m. (New York time) (unless otherwise indicated by the terms of this Agreement) on such date as is required pursuant to the terms of this Agreement, and the “Equivalent” in Sterling of Dollars means the equivalent in Sterling of Dollars determined by using the quoted spot rate at which the Agent’s principal office in New York offers to exchange Sterling for Dollars in London prior to 3:00 p.m. (New York time) (unless otherwise indicated by the terms of this Agreement) on such date as is required pursuant to the terms of this Agreement.

          “ERISA” means the Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder.

          “ERISA Affiliate” means (a) any Person that, together with the Borrower, is treated as a “single employer” under Section 414 of the Code and the regulations thereunder, and (b) any Subsidiary of the Borrower.

          “Escrow Account” means (i) a client trust or similar account of a law firm whereby cash is held on a temporary basis for the purpose of providing security for or payments in respect of the Seller Notes or (ii) an account maintained at a financial institution whereby cash is held for the purpose of securing payment of, or a guaranty issued by such financial institution in respect of, the Seller Notes.

          “Eurocurrency Liabilities” has the meaning specified in Regulation D as in effect from time to time.

          “Events of Default” has the meaning specified in Section 9.01.

          “Excess Cash Flow” means, with respect to the Borrower and its Subsidiaries determined on a consolidated basis, the result of the following: (a) EBITDA for such period, minus (b) the amount equal to actual Capital Expenditures (exclusive of (x) Capitalized Lease Obligations and (y) Permitted Acquisitions) incurred during such period, minus (c) cash taxes, cash Interest Expense and scheduled payments or any voluntary prepayment of principal made under the Term Loan or any voluntary prepayment of principal made under the Revolving Credit Loans resulting in a permanent reduction in the Total Revolving Credit Commitment, minus (d) any dividend or payment permitted under Section 8.07(a)(ii) to the extent not deducted in determining EBITDA for such period, minus (e) scheduled principal payments under Capitalized Lease Obligations made during such period, and minus (f) scheduled principal payments under all other Indebtedness made during such period.

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          “Exchange Calculation Date” means, with respect to any LIBOR Rate Advance denominated in Sterling, the last Business Day of each month and, if different, the last day of each Interest Period applicable to such Advance.

          “Execution Date” means the date upon which this Agreement shall have been executed by the Loan Parties, the Lenders and the Agent.

          “Existing Lenders” has the meaning specified in the Preliminary Statements.

          “Federal Funds Effective Rate” means, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three federal funds brokers of recognized standing selected by it.

          “Fees” means all amounts payable pursuant to Section 4.01.

          “Financial Statement Delivery Date” means the last day on which the quarterly or annual financial statements of the Borrower are to be delivered to the Agent and the Lenders pursuant to Section 7.01(a) or Section 7.01(b), as the case may be.

          “Financials” has the meaning specified in Section 6.07.

          “Fixed Charge Coverage Ratio” means, as to the Borrower and its Subsidiaries determined on a consolidated basis, for any period the ratio of (i) EBITDA minus Required Capital Expenditures for such period, to (ii) the sum of (a) Interest Expense (excluding interest payable in kind) for such period, (b) cash dividends paid by the Borrower for such period, (c) scheduled principal payments under any Indebtedness for such period, and (d) cash taxes paid for such period.

          “Foreign Subholdco” means a limited liability company formed under the laws of a state of the United States, (a) the sole assets of which are the Equity Interests in a Foreign Subsidiary described in clause (a) of the definition thereof, and (b) all of the Equity Interests in which are directly owned by the Borrower.

          “Foreign Subsidiary” means, with respect to any Person, (a) any Subsidiary of such Person that is not a Domestic Subsidiary and is organized under the laws of, and located in, a member state of the European Union as in existence on the Execution Date, the Federal Republic of Mexico and such other jurisdictions as approved by the Agent (such approval not to be unreasonably withheld), and (b) in the case of the Borrower, any Foreign Subholdco.

          “Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

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          “GAAP” means generally accepted accounting principles as in effect from time to time in the United States applied on a consistent basis.

          “General Partner” has the meaning specified in the introduction to the Agreement.

          “Guaranteed Obligations” has the meaning specified in Section 11.01.

          “Guarantor” means, individually and collectively, the Partnership, the General Partner, the Limited Partner and each Domestic Subsidiary that becomes a Loan Party pursuant to Section 7.09.

          “Guarantor Claims” has the meaning specified in Section 11.05(a).

          “Guaranty” means Article XI of this Agreement.

          “Hazardous Materials” means (a) hazardous waste as defined in applicable regulations issued pursuant to the Resource Conservation and Recovery Act of 1976, or in any applicable federal, state or local law or regulation, (b) hazardous substances, as defined in CERCLA, or in applicable state or local law or regulation, (c) gasoline or any other petroleum product, (d) toxic substances, as defined in the Toxic Substances Control Act of 1976, or in any applicable federal, state or local law or regulation, (e) insecticides, fungicides, or rodenticides, as defined in the Federal Insecticide, Fungicide, and Rodenticide Act of 1975, or in any applicable federal, state or, local law or regulation as each such act, statute or regulation may be amended from time to time, and (f) asbestos.

          “Highest Lawful Rate” means, as to any Lender, the maximum nonusurious rate of interest that, under applicable law, may be contracted for, taken, reserved, charged or received by such Lender on the Loans or other obligations under the Loan Documents at any time or from time to time after taking into account all amounts that constitute interest. If the maximum rate of interest which, under applicable law, any of the Lenders is permitted to charge the Borrower on the Loans or other obligations shall change after the date hereof, then, to the extent permitted or required by applicable law, the Highest Lawful Rate shall be automatically increased or decreased, as the case may be, as of the effective time of such change without notice to the Borrower or any other Person.

          “Indebtedness” means, with respect to any Person, (a) all indebtedness of such Person for borrowed money (whether by loan or the issuance and sale of debt securities) or for the deferred purchase price of property or services (other than accounts payable), (b) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to any property, (c) Capitalized Lease Obligations of such Person, (d) all guaranties of such Person of indebtedness of others (including the granting of a Lien on the Borrower’s or any Subsidiaries’ assets or security for such indebtedness) or other contingent liabilities of such Person for indebtedness of others of any kind (including any letter of credit, any other letter of credit reimbursement obligations, any guarantee of the financial position or covenants of any Person or any obligation as buyer under any “take or pay” contract or similar arrangement), and (e) all obligations to deliver goods or services in consideration of advance payments, excluding such obligations incurred in the ordinary course of business as conducted by the Borrower and its

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Subsidiaries. Anything contained herein to the contrary notwithstanding, the Seller Notes shall not be Indebtedness for purposes of this Agreement.

          “Intercreditor Agreement” means the Intercreditor Agreement, in substantially the form of Exhibit 5.01(f) hereto, among the Agent, the “Agent” referred to in the Second Lien Credit Agreement, the Borrower and the other Loan Parties, as amended.

          “Interest Expense” means, with respect to the Borrower and its Subsidiaries determined on a consolidated basis, for any period the total interest expense for such period determined in conformity with GAAP and including any interest expense attributable to Capitalized Lease Obligations, but excluding amortization of loan origination fees.

          “Interest Period” has the meaning specified in Section 2.11(a).

          “Inventory” means inventory as defined in Article 9 of the Uniform Commercial Code.

          “Investment” means, as applied to any Person, any direct or indirect purchase or other acquisition by such Person of the stock or other securities of any other Person, or any direct or indirect loan, advance or capital contribution by such Person to any other Person, and any other item which would be classified as an “investment” on a balance sheet of such Person prepared in accordance with GAAP, including any direct or indirect contribution by such Person of property or assets to a joint venture, partnership or other business entity in which such Person retains an interest, or any other transfer of property or assets to such Person if such Person is a Subsidiary that is not a wholly-owned Subsidiary of the Borrower.

          “Issuing Bank” means, for each Letter of Credit, the Agent (or, at the option of the Borrower, any other Lender designated by the Borrower and approved in writing by the Agent, such approval not to be unreasonably withheld or delayed) as the issuing bank for such Letter of Credit.

          “Large Program” means ATM Equipment purchased by the Borrower or a Subsidiary in a single transaction or in a series of transactions for Total Consideration of at least $300,000, which are located or installed under a merchant agreement with a merchant at multiple locations of the merchant that have a record of historical transaction volumes from ATM Equipment at such locations with another ATM service provider with respect to such ATM Equipment.

          “Large Program Expenditures” means all Capital Expenditures and related costs incurred directly in connection with a Large Program.

          “Lender” has the meaning provided in the introduction to this Agreement.

          “Letter of Credit Fee” shall mean, for any Letter of Credit, (a) payable to the Issuing Bank, (i) a 0.25% per annum fronting fee on the face amount of each Letter of Credit and (ii) with respect to the issuance, amendment, transfer or payment of such Letter of Credit, documentary and processing charges in accordance with the Issuing Bank’s standard schedule for such charges in effect at the time of such issuance, amendment, transfer or payment, as the case may be, and (b) payable pro rata to the Revolving Credit Lenders, a fee at a percentage per

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annum equal to the applicable Margin in effect from time to time on the face amount of such Letter of Credit.

          “Letter of Credit Obligations” means at any time the sum of (a) the aggregate then undrawn and unexpired amount of outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit not reimbursed pursuant to Section 3.03(c).

          “Letter of Credit Request” has the meaning specified in Section 3.02(a).

          “Letters of Credit” has the meaning specified in Section 3.01(a).

          “LIBOR Lending Office” means, with respect to each Lender, the branches or affiliates of such Lender designated as its “LIBOR Lending Office” from time to time hereunder.

          “LIBOR Rate” means, for any Interest Period with respect to a LIBOR Rate Advance, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Agent from time to time) at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period, for Dollar or Sterling deposits (for delivery on the first day of such Interest Period), as the case may be, with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “LIBOR Rate” for such Interest Period shall be the rate per annum determined by the Agent to be the rate at which deposits in Dollars or Sterling, as the case may be, for delivery on the first day of such Interest Period in same day funds in the approximate amount of the portion of the LIBOR Rate Advance being made, continued or converted by BNP Paribas and with a term equivalent to such Interest Period would be offered by BNP Paribas’ London Branch to major banks in the London interbank market for eurodollar or Sterling, as the case may be, at their request at approximately 4:00 p.m. (London time) two Business Days prior to the commencement of such Interest Period.

          “LIBOR Rate Advance” means any Advance in Dollars or Sterling bearing interest at a rate determined by reference to the LIBOR Rate in accordance with the provisions of Article II.

          “Lien” means when used with respect to any Person, any mortgage, lien, charge, pledge, security interest or encumbrance of any kind (whether voluntary or involuntary and whether imposed or created by operation of law or otherwise) upon, or pledge of, any of its property or assets, whether now owned or hereafter acquired, any lease that constitutes a security interest pursuant to Section 1-201 of the Uniform Commercial Code of the State of New York, any capital lease in the nature of the foregoing, any conditional sale agreement or other title retention agreement, in each case, for the purpose, or having the effect, of protecting a creditor against loss or securing the payment or performance of an obligation.

          “Limited Partner” has the meaning specified in the introduction to the Agreement.

          “Loan” and “Loans” means the Revolving Credit Loans, the Term Loan and any Advances under Letters of Credit.

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          “Loan Documents” means this Agreement, the Notes, the Intercreditor Agreement, any agreement with respect to a Derivative entered into with a Lender or any Affiliate of a Lender existing from time to time and the Security Documents.

          “Loan Parties” means, collectively, the Borrower and the Guarantors and, individually, any one of the foregoing.

          “Margin” means, with respect to any Advance made under any Loan, any Revolving Credit Commitment Fee or any Letter of Credit Fee payable to the Revolving Credit Lenders, the rate per annum determined by reference to the following grid:

				Applicable						Applicable
Total Debt to				Margin for						Margin for
Acquisition	Commitment			LIBOR Rate			Letter of			Alternate Base
EBITDA Ratio	Fee			Advances			Credit Fee			Rate Advances
Less than 3.0:1.0		0.25	%		2.25	%		2.25	%		1.50	%
Less than 3.5:1.0 but greater than or equal to 3.0:1.0		0.30	%		2.50	%		2.50	%		1.75	%
Less than 4.0:1.0 but greater than or equal to 3.5:1.0		0.35	%		2.75	%		2.75	%		2.00	%
Less than 4.5:1.0 but greater than or equal to 4.0:1.0		0.40	%		3.00	%		3.00	%		2.25	%
Greater than 4.5:1.0		0.50	%		3.25	%		3.25	%		2.50	%

From the Effective Date until the later of (a) the Bridge Termination Date and (b) the first delivery of quarterly or annual Financials by the Borrower after the Effective Date pursuant to Section 7.01(a) or (b), (i) the applicable Margin for LIBOR Rate Advances shall be 3.25%, (ii) the applicable Margin for Alternate Base Rate Advances shall be 2.50%, (iii) the applicable Margin for the Letter of Credit Fee shall be 3.25% and (iv) the applicable Margin for the Commitment Fee shall be 0.50%. Commencing on the later of the dates referred to in clauses (a) and (b) above, the applicable Margin shall be determined in accordance with the foregoing table based on the Borrower’s most recent Financials. Adjustments, if any, to the applicable Margin

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shall be effective five (5) Business Days after Agent has received the applicable Financials. If the Borrower fails to deliver the Financials to the Agent at the time required pursuant to this Agreement, then the applicable Margin shall be the highest applicable Margin set forth in the foregoing table until five (5) days after such Financials are so delivered.

          “Material Adverse Effect” means, relative to any occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding), (a) a material adverse effect on the financial condition, business, operations, prospects or assets of the Borrower and its Subsidiaries taken as a whole, or (b) a material impairment of the ability of the Borrower and its Subsidiaries taken as a whole to perform obligations under the Loan Documents or (c) an impairment of the validity or enforceability of any Loan Document which materially affects the benefits intended to be bestowed thereunder.

          “Material Contracts” means any contract to which a Loan Party or any Subsidiary of a Loan Party is a party that produces, or could reasonably be expected to produce, annual revenues in excess of three percent (3%) of the total consolidated revenue of the Borrower and its Subsidiaries for the prior fiscal year.

          “Maturity Date” means the fifth (5^th) anniversary of the Execution Date, unless accelerated pursuant to Section 9.02.

          “Maximum Liability” has the meaning assigned to it in Section 11.10.

          “Multiemployer Plan” means any plan which is a “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA) to which the Borrower or any ERISA Affiliate contributes or has any obligation or liability to make contributions, including any withdrawal liability, contingent or otherwise.

          “Non-Paying Guarantor” has the meaning assigned to it in Section 11.11.

          “Notes” means the Revolving Credit Notes, the Swing Line Note and the Term Loan Notes and “Note” means any one of the same.

          “Notice of Advance” means, with respect to a request for a Revolving Credit Loan, a written notice given in accordance with Section 2.02(a).

          “Notice of Conversion” has the meaning specified in Section 2.05.

          “Notice of Default” has the meaning specified in Section 9.02.

          “Obligations” means all the obligations of the Loan Parties now or hereafter existing under the Loan Documents, whether for principal, interest, Fees, expenses, indemnification or otherwise.

          “Original Credit Agreement” has the meaning specified in the Preliminary Statements.

          “Other Activities” has the meaning specified in Section 10.03.

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          “Other Financings” has the meaning specified in Section 10.03.

          “Partnership” has the meaning specified in the introduction to the Agreement.

          “Paying Guarantor” has the meaning assigned to it in Section 11.11.

          “Payment Office” means the office of the Agent located at 919 Third Avenue, New York, New York 10022, or such other office as the Agent may hereafter designate in writing as such to the other parties hereto.

          “PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to all or any of its functions under ERISA.

          “Permanent Securities” means senior subordinated unsecured notes or any other debt securities of the Borrower which are issued after the Effective Date for the purpose of refinancing all or a portion of the loans outstanding under the Second Lien Credit Agreement, in each case in form and substance reasonably satisfactory to the Requisite Lenders.

          “Permitted Acquisitions” shall mean Acquisitions that satisfy all the applicable criteria set out in Section 5.04 which have not otherwise been waived by the Requisite Lenders, including, without limitation, the UK Acquisition.

          “Permitted Investments” means, as to any Person:

          (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof, provided that the full faith and credit of the United States is pledged in support thereof, having maturities of not more than twelve months from the date of acquisition by such Person.

          (b) bankers acceptances or time deposits and certificates of deposit with maturities of not more than twelve months from the date of acquisition by such Person which deposits or certificates are either (i) insured by the Federal Deposit Insurance Corporation or (ii) in any Lender or commercial bank incorporated in the United States or any United States branch of any other commercial bank and, in the case of any such other commercial bank, having capital, surplus and undivided profits aggregating $500,000,000 or more with a short-term unsecured debt rating of at least AI from Standard & Poor’s Ratings Group and P1 from Moody’s Investors Service.

          (c) commercial paper issued by any Person incorporated in the United States rated at least Al or the equivalent thereof by Standard & Poor’s Ratings Group and at least PI or the equivalent thereof by Moody’s Investors Service and, in each case, maturing not more than six months after the date of acquisition by such Person.

          (d) investments in any security issued by an investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) that is a money market fund in compliance with all applicable requirements of SEC Rule 2a-7 (17 CFR 270.2a-7); and of not more than entered into with any bank listed in or meeting the qualifications specified in clause (b) above.

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          “Permitted Liens” has the meaning specified in Section 8.04.

          “Person” means an individual partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a federal, foreign or domestic state or political subdivision thereof or any agency of such state or subdivision.

          “Plan” means any employee pension benefit plan (as defined in section 3(2) of ERISA), subject to Title IV of ERISA or section 412 of the Code, other than a Multiemployer Plan, with respect to which the Borrower or an ERISA Affiliate contributes or has an obligation or liability to contribute, including any such plan that may have been terminated.

          “Prime Rate” means the rate which Bank of America announces from time to time as its prime rate, effective as of the date announced as the effective date of any change in such prime rate. Without notice to the Borrower or any other Person, the Prime Rate shall change automatically from time to time as and in the amount by which such prime rate shall fluctuate. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Agent may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

          “Prior Large Program Expenditure” means as of any date of determination all Large Program Expenditures that have been consummated by the Borrower or one of its Subsidiaries on or prior to such date of determination.

          “Prior Target” means all Targets acquired or whose assets have been acquired in a Permitted Acquisition.

          “Receivable” means, at any time of determination thereof the unpaid portion of the obligation, as stated on the respective invoice, or if no invoice, other writing or an electronic medium, of an account debtor in respect of Inventory, goods, technology or other assets purchased and shipped or services rendered in the ordinary course of business.

          “Reference Banks” means Bank of America and BNP Paribas.

          “Refinancing” has the meaning specified in the Preliminary Statements.

          “Refunded Swing Line Loans” has the meaning specified in Section 2.01(b)(ii).

          “Register” has the meaning specified in Section 12.10(d).

          “Regulation D” means Regulation D of the Board (respecting reserve requirements), as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

          “Regulation T” means Regulation T of the Board (respecting borrowers who obtain margin credit), as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

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          “Regulation U” means Regulation U of the Board (respecting margin credit extended by banks), as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

          “Regulation X” means Regulation X of the Board (respecting borrowers who obtain margin credit), as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

          “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment (including the abandonment or discarding of barrels, containers and other closed receptacles) other than in accordance with Environmental Laws.

          “Reportable Event” means an event described in section 4043(c) of ERISA with respect to a Plan, other than an event described in paragraphs (1) through (8) as to which the 30 day notice requirement has been waived by the PBGC.

          “Required Capital Expenditures” means $6,000,000 per annum.

          “Requisite Lenders” means Lenders, as of any date of determination, holding at least 50.1% of the Total Commitment (notwithstanding any reduction or termination of the Total Commitment pursuant to Section 4.02, 4.03 or 9.02).

          “Reserve Percentage” means, for any Interest Period and for any Lender, the reserve percentage applicable during such Interest Period under regulations issued from time to time by the Board (or if more than one such percentage is so applicable, the daily average for such percentages for those days in such Interest Period during which any such percentage shall be so applicable) for determining the maximum reserve requirement (including any marginal, supplemental or emergency reserves) for such Lender in respect of liabilities or assets consisting of or including Eurocurrency Liabilities.

          “Responsible Officer” means, with respect to any Loan Party or any Subsidiary of any Loan Party, the general partner, the chairman of the board of directors, the president, any vice president, chief financial officer or treasurer of such Person.

          “Revolving Credit Commitment” means with respect to the Revolving Credit Loans and as to each Lender, the amount set forth opposite such Lender’s name on the signature pages hereof under the heading “Revolving Credit Commitment” as modified from time to time pursuant to the terms hereof.

          “Revolving Credit Commitment Fee” has the meaning specified in Section 4.01(a).

          “Revolving Credit Lender” means any Lender having a Revolving Credit Commitment.

          “Revolving Credit Loans” has the meaning specified in Section 2.01(a).

          “Revolving Credit Note” has the meaning specified in Section 2.03(a).

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          “Scheduled Capital Expenditures” has the meaning specified in Section 8.13.

          “Second Lien Credit Agreement” has the meaning specified in the Preliminary Statements.

          “Second Lien Loan Documents” means the “Loan Documents” as defined in the Second Lien Credit Agreement.

          “Security Documents” means all those certain security agreements, pledge agreements, stock certificates, mortgages, assignments, UCC financing statements, lien consents and waivers and all other similar documents executed by the Loan Parties, as the case may be, in connection with granting to the Agent for the benefit of the Lenders a Lien in substantially all of the assets of the Loan Parties as security for the Obligations.

          “Seller Notes” means the floating rate unsecured loan notes 2008 issued by Bidco pursuant to the Instrument dated the Execution Date, in favor of certain of the Sellers, in an aggregate principal amount of approximately £1,800,000, which represent a portion of the purchase price for the UK Acquisition.

          “Sellers” has the meaning specified in the Preliminary Statements.

          “Senior Facilities Reallocation” has the meaning specified in Section 4.03.

          “Senior Leverage Ratio” means, as of any date of determination, the ratio of (a) Total Senior Indebtedness as of such date to (b) Acquisition EBITDA of the Borrower and its Subsidiaries on a consolidated basis for the period of the four fiscal quarters most recently ended.

          “Sterling” or “£” means lawful money of the United Kingdom.

          “Subsidiary” means with respect to any Person (a) any corporation, partnership, association, joint venture or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the directors (or other Persons performing similar functions) are at the time owned by such Persons directly or indirectly and (b) any corporation, partnership, association, joint venture or other entity in which such Person, directly or indirectly, has greater than 50% of the equity interest. From and after the Effective Date, each of the Company and Bidco shall be deemed to be a Subsidiary of the Borrower.

          “Swing Line Commitment” means the Swing Line Lender’s obligation to make Swing Line Loans pursuant to Section 2.01(b).

          “Swing Line Lender” means BNP Paribas, in its capacity as provider of the Swing Line Loans.

          “Swing Line Loans” or “Swing Line Loan” has the meaning specified in Section 2.01(b).

          “Swing Line Note” has the meaning specified in Section 2.03(b).

          “TA Associates” means TA Associates, Inc. and any of its Affiliates.

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          “Target” means a Person whose stock or assets are to be acquired pursuant to a Permitted Acquisition.

          “Target EBITDA” means with respect to any Target or any Large Program Expenditure for any measurement period, without duplication, the result of net income less any non-cash income to the extent included in determining net income and without giving effect to any non-recurring items, extraordinary gains or losses from the sale of assets or write-down in the value of assets owned by such Target or pertaining to such Large Program Expenditure, as the case may be, for such period plus depreciation, amortization, Interest Expense, taxes and other non-cash charges for such period to the extent deducted in determining net income.

          “Term Loan” has the meaning specified in Section 2.01(c).

          “Term Loan Commitment” means, with respect to the Term Loan and as to any Lender, the amount set forth under such Lender’s name on the signature pages hereof under the heading “Term Loan Commitment” aggregating $125,000,000 on the Effective Date and as modified from time to time pursuant to the terms hereof.

          “Term Loan Lender” means any Lender having a Term Loan Commitment hereunder.

          “Term Note” has the meaning specified in Section 2.03(c).

          “Test Period” means a period of twelve consecutive months ending on the last day of a fiscal quarter of the Borrower.

          “Total Commitment” means the Total Revolving Credit Commitment (including the Swing Line Commitment) and the Term Loan Commitment, as same may be reduced pursuant to Section 4.02, Section 4.03 and Section 9.02.

          “Total Consideration” means the present and future cash consideration to be paid by the Borrower and/or any other Loan Party or any Subsidiary of any Loan Party in connection with a Permitted Acquisition, plus all Indebtedness assumed by any Loan Party or any such Subsidiary in connection with any Permitted Acquisition.

          “Total Debt” means, as to the Loan Parties and their respective Subsidiaries on a consolidated basis at any time without duplication, all Indebtedness for borrowed money, all obligations evidenced by bonds, debentures, notes, or other similar instruments, all Capitalized Lease Obligations, and all guaranties of funded Indebtedness (without regard to maturity) of other Persons.

          “Total Leverage Ratio” has the meaning set forth in Section 8.12(a).

          “Total Revolving Credit Commitment” means $100,000,000 as the same may be reduced or increased pursuant to Section 4.02, Section 4.03 and Section 9.02.

          “Total Senior Indebtedness” means, as to the Loan Parties and their respective Subsidiaries on a consolidated basis at any time without duplication, all Indebtedness outstanding under the Loan Documents at such time.

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          “Transaction” has the meaning specified in the Preliminary Statements.

          “Type” has the meaning specified in Section 1.02.

          “UK Acquisition” has the meaning specified in the Preliminary Statements.

          “UK Acquisition Agreement” means, collectively, the Share Sale and Purchase Agreement relating to Bank Machine (Holdings) Limited dated May 17, 2005 among Bidco and the sellers named therein, the Share Sale and Purchase Agreement relating to the issued share capital of Bank Machine (Acquisitions) Limited dated May 17, 2005 between Bidco and Bank Machine (Holdings) Limited dated May 17, the share Sale and Purchase Agreement relating to shares in Bank Machine (Holdings) Limited dated May 17 among Bidco and the sellers named therein, the Warranty Deed relating to the Sellers dated May 17, 2005 and each other agreement relating to the foregoing and entered into in connection with the Acquisition.

          “UK Acquisition Debt” means the unsecured discounted loan stock 2005 in the aggregate principal amount of £38,346,888 issued by Bidco to the Borrower in consideration of the loan by the Borrower to Bidco on the Execution Date in the principal amount of £38,346,888 or any indebtedness arising from the refinancing of the principal and accrued interest of such indebtedness provided that (a) the holder of such refinancing indebtedness is a wholly-owned Subsidiary of the Borrower, (b) such indebtedness is unsecured, and (c) such refinancing indebtedness shall otherwise be on terms substantially the same as the original UK Acquisition Debt, except for maturity and interest rate (which interest rate shall be at a market rate).

          “Unfunded Current Liability” means, with respect to any Plan, the amount, if any, by which the value of the benefit liabilities under the Plan as of the close of its most recent Plan year exceeds the fair market value of the assets of the Plan, determined in accordance with Section 412 of the Code.

          “Unutilized Commitment” at any time means the Total Revolving Credit Commitment less the Letter of Credit Obligations less the then outstanding Advances under the Revolving Credit Loans and Swing Line Loans, as the same may be reduced pursuant to Section 4.02, Section 4.03 and Section 9.02.

          “Voting Equity Interests” means the Equity Interests in a corporation or other Person with voting power under ordinary circumstances for the election of directors (or persons performing similar functions) of such Person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.

          SECTION 1.02 Loss of Advances. Advances hereunder are distinguished by “Type.” The Type of an Advance refers to the determination whether such Advance is a LIBOR Rate Advance or an Alternate Base Rate Advance.

          SECTION 1.03 Accounting Terms. All accounting terms not defined herein shall be construed in accordance with GAAP, as applicable, and all calculations required to be made hereunder and all financial information required to be provided hereunder shall be done or prepared in accordance with GAAP.

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ARTICLE II
THE LOANS

SECTION 2.01 The Revolving Credit, Swing Line and Term Loans.

          (a) Subject to the terms and conditions hereof, each Revolving Credit Lender severally agrees at any time and from time to time on and after the Effective Date and prior to the Maturity Date, to make and maintain revolving credit loans denominated in Dollars or Sterling (the “Revolving Credit Loans”) in an amount (based in respect of any Revolving Credit Advances to be denominated in Sterling by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Advance) up to the amount of such Lender’s Revolving Credit Commitment to the Borrower, which Loans (1) shall, at the option of the Borrower, be made and maintained pursuant to one or more Advances comprised of Alternate Base Rate Advances or LIBOR Rate Advances; provided that all Loans comprising all or a portion of the same Advance shall when made be of the same Type, (2) in the case of any LIBOR Rate Advance denominated in Dollars, shall be made in the minimum amount of $250,000 and integral multiples of $100,000, (3) in the case of any LIBOR Rate Advance denominated in Sterling, shall be made in the minimum amount of £250,000 and integral multiples of £100,000, (4) in the case of any Alternate Base Rate Advance, shall be made in the minimum amount of $200,000 (or if less, in the aggregate amount of the Unutilized Commitment) and integral multiples of $100,000, (5) if made on the Effective Date, shall not exceed $42,000,000 in aggregate principal amount (including the Equivalent in Dollars at such time in the case of Revolving Credit Loans denominated in Sterling) thereof, and (6) may be repaid and, so long as no Default or Event of Default exists hereunder, reborrowed, at the option of the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing but subject to the provisions of Section 2.06(a)(ii), the aggregate outstanding principal balance at any time (based in respect of any Revolving Credit Advances to be denominated in Sterling by reference to the Equivalent thereof in Dollars determined at such time) of all Revolving Credit Loans and Swing Line Loans plus the Letter of Credit Obligations shall not exceed the Total Revolving Credit Commitment. Anything contained herein to the contrary notwithstanding, the Revolving Credit Lenders shall not be required to making LIBOR Advances denominated in Sterling hereunder if such LIBOR Advances would cause the aggregate amount of LIBOR Rate Advances denominated in Sterling outstanding hereunder to exceed the Equivalent in Dollars of $50,000,000. There shall be no further Advances under the Revolving Credit Loans after the Maturity Date.

          (b) (i) Subject to the terms and conditions hereof, the Swing Line Lender agrees at any time and from time to time on and after the Effective Date and prior to the Maturity Date, to make swing line loans (each a “Swing Line Loan” and collectively, the “Swing Line Loans”) to the Borrower in an aggregate principal amount at any one time outstanding not to exceed $10,000,000, which Loans (1) shall be made and maintained pursuant to one or more Advances comprised of Alternate Base Rate Advances and which shall not be entitled to be converted into LIBOR Rate Advances, (2) shall be made in the minimum amount of $200,000 (or if less, in the aggregate amount of the Unutilized Commitment) and integral multiples of $100,000 and (3) may be repaid and, so long as

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no Default or Event of Default exists hereunder, reborrowed, at the option of the Borrower, in accordance with the provisions hereof. Swing Line Loans shall constitute “Revolving Credit Loans” for all purposes hereunder, except they shall be held by the Swing Line Lender (subject to subclause (ii) below) and shall not be considered a utilization of the Revolving Credit Commitment of any Revolving Credit Lender hereunder for purposes of calculating the Revolving Credit Commitment Fee. Notwithstanding the foregoing, the aggregate outstanding principal balance of all Revolving Credit Loans and Swing Line Loans plus the Letter of Credit Obligations shall not exceed the Total Revolving Credit Commitment.

          (ii) At any time before or after a Default or Event of Default, the Swing Line Lender, in its sole and absolute discretion, may give notice to the Agent to request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan as an Alternate Base Rate Loan in an amount equal to such Lender’s percentage participation in the Total Revolving Credit Commitment multiplied by the outstanding principal balance of any Swing Line Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given; provided, that notwithstanding the foregoing, the Swing Line Lender shall make such request on Wednesday (or if any such day is not a Business Day, then the next Business Day after such day) of each week; provided further, that the provision of this subsection shall not affect the obligation of the Borrower to repay the Swing Line Loans in accordance with Section 2.06(e). Unless the Revolving Credit Commitments shall have expired or terminated, each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Agent for the account of the Swing Line Lender on the next Business Day following such request, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loan.

          (iii) At any time before or after a Default or Event of Default, if the Revolving Credit Commitments shall have expired or be terminated while any Swing Line Loan is outstanding, each Revolving Credit Lender, at the sole option of the Swing Line Lender, shall either (A) notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan as an Alternate Base Rate Loan which such Revolving Credit Loan shall be deemed a “Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents or (B) be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in such Swing Line Loan in either case in an amount equal to such Lender’s percentage participation in the Total Revolving Credit Commitment multiplied by the outstanding principal balance of such Swing Line Loan. The Agent shall notify each such Lender of the amount of such Revolving Credit Loan or participation and such Lender will transfer to the Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of its Revolving Credit Loan or participation.

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          (iv) If any such Lender shall not have so made its Revolving Credit Loans or its percentage participation available to the Agent pursuant to Section 2.01(b)(iii), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the lesser of (1) the Federal Funds Effective Rate on the date payment is to be made to the Agent and (2) the Highest Lawful Rate. Whenever, at any time after the Agent has received from any Revolving Credit Lender such Lender’s Revolving Credit Loan or participating interest in a Swing Line Loan, the Agent receives any payment on account thereof, the Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) which payment shall be subject to repayment by such Lender if such payment received by the Agent is required to be returned. Each Revolving Credit Lender’s obligation to make the Revolving Credit Loans or purchase such participating interests pursuant to this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any setoff, counterclaim recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, the Agent or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Credit Commitments, (C) the occurrence of any Material Adverse Effect, (D) any breach of this Agreement by the Borrower or any other Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Loan, once so participated by any Revolving Credit Lender, shall cease to be a Swing Line Loan with respect to that amount for purposes of this Agreement but shall continue to be a Revolving Credit Loan and be evidenced by such Lender’s Revolving Credit Note.

          (c) Subject to the terms and conditions herein set forth, each Term Loan Lender agrees to make and maintain a term loan in the amount of such Lender’s Term Loan Commitment (the “Term Loan”) to the Borrower. The Term Loan shall be fully advanced on the Effective Date, and no Term Loan Lender shall have an obligation to make any additional Advance under the Term Loan after such date. Any amount repaid under the Term Loan may not be reborrowed. All amounts outstanding under the Term Loan shall at the option of the Borrower, be made and maintained as Alternate Base Rate Advances or LIBOR Rate Advances; provided that (i) all Loans comprising all or a portion of the same Advance shall when made be of the same Type and (ii) on the Effective Date, all Loans shall be made as Alternative Base Rate Advances.

SECTION 2.02 Notice of Advance.

          (a) Whenever the Borrower requires an Advance under the Revolving Credit Loans, the Borrower shall give written notice thereof (or telephonic notice promptly confirmed in writing) to the Agent (i) in the case of an Alternate Base Rate Advance, not later than 11:00 a.m. (New York time) on the date of such Advance, (ii) in the case of a LIBOR Rate Advance denominated in Dollars, not later than 12:00 p.m. (New York time) three (3) Business Days prior to the date of such Advance and (iii) in the case of a

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LIBOR Rate Advance denominated in Sterling, not later than 11:00 a.m. (New York time) four (4) Business Days prior to the date of such Advance. Each Notice of Advance shall be irrevocable and shall be in the form of Exhibit 2.02 hereto, specifying (A) the aggregate principal amount of the Advance to be made, (B) the date of such Advance (which shall be a Business Day), (C) whether it is to be an Alternate Base Rate Advance or a LIBOR Rate Advance, (D) if the proposed Advance is to be a LIBOR Rate Advance, whether it is to be denominated in Dollars or Sterling and (E) if the proposed Advance is to be a LIBOR Rate Advance, the initial Interest Period to be applicable thereto. The Agent shall promptly give the Lenders written notice or telephonic notice (promptly confirmed in writing) of each proposed Advance, of each such Lender’s proportionate share thereof and of the other matters covered by each Notice of Advance.

          (b) Whenever the Borrower requires an Advance under the Swing Line Loans, it shall give written notice thereof (or telephonic notice promptly confirmed in writing) to the Swing Line Lender not later than 2:00 p.m. (New York time) on the date of such Advance. Each notice shall be irrevocable and shall specify the aggregate principal amount of such Advance and the date of such Advance (which shall be a Business Day).

SECTION 2.03 The Notes.

          (a) The Borrower’s obligations to repay the Revolving Credit Loans made by each Revolving Credit Lender shall be evidenced by a revolving credit promissory note duly executed and delivered by the Borrower to each Revolving Credit Lender substantially in the form of Exhibit 2.03(a) hereto (each a “Revolving Credit Note” and collectively, the “Revolving Credit Notes”), and each Revolving Credit Note shall (i) be payable to the order of such Lender, (ii) be in a stated principal amount equal to the Revolving Credit Commitment of such Lender, (iii) be payable prior to maturity as provided herein and mature on the Maturity Date, (iv) bear interest as provided in the appropriate clause of Section 2.10 and (v) be entitled to the benefits of this Agreement and the other Loan Documents.

          (b) The Borrower’s obligations to repay the Swing Line Loans made by the Swing Line Lender shall be evidenced by a swing line promissory note duly executed and delivered by the Borrower to the Swing Line Lender substantially in the form of Exhibit 2.03(b) hereto (the “Swing Line Note”), and the Swing Line Note shall (i) be payable to the order of the Swing Line Lender, (ii) be in a stated principal amount equal to the Swing Line Commitment, (iii) be payable prior to maturity as provided herein and mature on the Maturity Date, (iv) bear interest as provided in the appropriate clause of Section 2.10 and (v) be entitled to the benefits of this Agreement and the other Loan Documents.

          (c) The Borrower’s obligation to repay the Term Loan made by each Term Loan Lender shall be evidenced by a term promissory note duly executed and delivered by the Borrower to each Term Loan Lender substantially in the form of Exhibit 2.03(c) hereto (each a “Term Note” and collectively, the “Term Notes”), and each Term Note shall (i) be payable to the order of such Lender, (ii) be in a stated principal amount equal to the Term Loan Commitment of such Lender, (iii) be payable prior to maturity as

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provided herein and mature on the Maturity Date, (iv) bear interest as provided in the appropriate clause of Section 2.10 and (v) be entitled to the benefits of this Agreement and the other Loan Documents.

SECTION 2.04 Disbursement of Funds.

          (a) (i) With respect to any Advance denominated in Dollars to be made under any Loan other than the Swing Line Loan, no later than 2:00 p.m. (New York time on any Advance Date, each Lender shall make available its pro rata portion of the amount of such Advance in Dollars and in immediately available funds at the Payment Office and (ii) with respect to any Advance denominated in Sterling, no later than 1:00 p.m. (New York time) on any Advance Date, each Lender shall make available its pro rata portion of the amount of such Advance in Sterling and in immediately available funds at the Payment Office. The Agent shall credit the amounts in Dollars so received to the general deposit account of the Borrower maintained with the Agent or as otherwise directed by the Borrower, and the amounts in Sterling so received to the general deposit account of the Borrower maintained with Bank of America or as otherwise directed by the Borrower.

          (b) With respect to any Advance to be made under the Swing Line Loan, no later than 3:00 p.m. (New York time) on the requested Advance Date, the Swing Line Lender shall make available to the Borrower in immediately available funds the amount of such Advance at the Borrower’s general deposit account maintained with the Agent or as otherwise directed by the Borrower.

          (c) Unless the Agent shall have been notified by any Lender prior to disbursement of an Advance by the Agent that such Lender does not intend to make available to the Agent such Lender’s portion of the Advance to be made on such date, the Agent may assume that such Lender has made such amount available to the Agent on such Advance Date and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender and the Agent has made available same to the Borrower, the Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall pay such corresponding amount to the Agent within two (2) Business Days after demand therefor. The Agent shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on such corresponding amount from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent, at a rate per annum equal to, (i) as to any Lender, (A) the Federal Funds Effective Rate on the date of such Advance in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Sterling and (ii) as to the Borrower, the higher of (A) the rate per annum applicable to such Loan plus the applicable Margin and (B) the cost of funds incurred by the Agent in respect of such amount. Nothing herein shall be deemed to relieve any Lender from its obligation for its Commitments hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder.

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SECTION 2.05 Conversions and Continuances.

     (a) Subject to the provisions of Section 2.15 hereof, the Borrower shall have the option to convert on any Business Day all or a portion of the outstanding principal amount of one Type of Advance into another Type of Advance (other than (i) Advances under the Swing Line Loan which at all times must be maintained as Alternate Base Rate Advances and (ii) LIBOR Rate Advances denominated in Sterling) or continue any LIBOR Rate Advance for an additional Interest Period, provided, no Advances may be converted into or continued as LIBOR Rate Advances if an Event of Default is in existence on the date of the conversion or continuation. Except as provided in Section 2.11(b) hereof, each such conversion or continuation shall be effected by the Borrower giving the Agent written notice (each a “Notice of Conversion”) (a) prior to 12:00 p.m. (New York time) at least three (3) Business Days prior to the date of such conversion in the case of conversion or continuation into or continuance as a LIBOR Rate Advance denominated in Dollars, (b) prior to 12:00 p.m. (New York time) at least four (4) Business Days prior to the date of such conversion in the case of conversion or continuation into or continuance as a LIBOR Rate Advance denominated in Sterling and (c) prior to 12:00 p.m. (New York time) on the date of such conversion in the case of a conversion into an Alternate Base Rate Advance, specifying each Advance (or portions thereof) to be so converted or continued and, if to be converted into or continued as a LIBOR Rate Advance, the Interest Period to be initially applicable thereto. The Agent shall thereafter promptly notify each affected Lender of such Notice of Conversion.

     (b) If, with respect to any LIBOR Rate Advances, the Requisite Lenders notify the Agent that (i) they are unable to obtain matching deposits in the London interbank market at or about 11:00 a.m. (London time) on the fourth Business Day before the making of an Advance in sufficient amounts to fund their respective Revolving Credit Loans as a part of such Advance during its Interest Period or (ii) the LIBOR Rate for any Interest Period for such Advances will not adequately reflect the cost to such Requisite Lenders of making, funding or maintaining their respective LIBOR Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (A) the Borrower will, on the last day of the then existing Interest Period therefor, (1) if such LIBOR Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) convert such Advances into Alternate Base Rate Advances and (2) if such LIBOR Rate Advances are denominated in Sterling, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and convert such Advances into Alternate Base Rate Advances and (B) the obligation of the Lenders to make, or to convert Advances into, LIBOR Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (2) above are applicable, the Borrower may elect, by notice to the Agent and the Lenders, to continue such Advances in Sterling for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the applicable Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its LIBOR Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the

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Agent and the Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period).

SECTION 2.06 Mandatory Repayments.

     (a) (i) All outstanding principal (and any accrued, unpaid interest) on the Revolving Credit Notes shall be due and payable on the Maturity Date. Notwithstanding anything to the contrary contained in this Agreement, the Original Credit Agreement or in any other Loan Document, the aggregate outstanding principal balance (based in respect of any Revolving Credit Advances denominated in Sterling by reference to the Equivalent thereof in Dollars determined on the applicable Exchange Calculation Date) of the Revolving Credit Notes and Swing Line Loans plus the Letter of Credit Obligations shall not exceed the Total Revolving Credit Commitment. The Revolving Credit Lenders shall never be required to make any Advance under the Revolving Credit Loans (or the Swing Line Lender to make any Swing Line Loan) or issue any Letter of Credit that would cause the aggregate outstanding principal balance (based in respect of any Revolving Credit Advances denominated in Sterling by reference to the Equivalent thereof in Dollars determined on the applicable Exchange Calculation Date) of the Revolving Credit Notes and Swing Line Loans plus the Letter of Credit Obligations to exceed the Total Revolving Credit Commitment. Subject to the provisions of subclause (ii) of this Section 2.06(a), if the aggregate outstanding principal balance (based in respect of any Revolving Credit Advances denominated in Sterling by reference to the Equivalent thereof in Dollars determined on the applicable Exchange Calculation Date) of the Revolving Credit Notes and Swing Line Loans plus the Letter of Credit Obligations at any time exceeds the Total Revolving Credit Commitment, the Borrower shall immediately repay the principal of the Revolving Credit Notes in an amount at least equal to such excess. If after giving effect to any such principal repayment, the Letter of Credit Obligations exceed the Total Revolving Credit Commitment, the Borrower shall pay an amount of cash equal to such excess to the Agent to be held as security for the Letter of Credit Obligations.

     (ii) If, on any date, the Agent notifies the Borrower that, on the most recent Exchange Calculation Date, the sum of (A) the aggregate principal amount of all Loans denominated in Dollars then outstanding plus (B) the aggregate principal amount of all Letter of Credit Obligations then outstanding plus (C) the Equivalent in Dollars (determined as of such Exchange Calculation Date) of the aggregate principal amount of all Advances denominated in Sterling then outstanding exceeds 103% of the Total Revolving Credit Commitment on such date, the Borrower shall, as soon as practicable and in any event within four (4) Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Loans owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the Total Revolving Credit Commitment on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Loans prepaid; provided that if the aggregate principal amount of Alternate Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of

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such required prepayment in excess of the aggregate principal amount of Alternate Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding LIBOR Rate Advances, in an aggregate amount equal to the excess of such required prepayment. If, on any date, the Agent notifies the Borrower that, on the most recent Exchange Calculation Date, the Equivalent in Dollars (determined as of such Exchange Calculation Date) of the aggregate principal amount of all Advances denominated in Sterling then outstanding exceeds $50,000,000, the Borrower shall, as soon as practicable and in any event within four (4) Business Days after receipt of such notice, prepay the outstanding principal amount of any Loans owing by the Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed such amount together with any interest accrued to the date of such prepayment on the aggregate principal amount of Loans prepaid. The Agent shall give prompt notice of any prepayment required under this Section 2.06(a)(ii) to the Borrower and the Lenders, and shall provide prompt notice to the Borrower of any such notice of required prepayment received by it from any Lender.

     (iii) Each prepayment made pursuant to this Section 2.06(a) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a LIBOR Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 2.15. The Agent shall give prompt notice of any prepayment required under this Section 2.06(a)(iii) to the Borrower and the Lenders.

     (b) Outstanding principal on the Term Loan shall be due and payable on each Designated Payment Date commencing June 30, 2006, in such aggregate amounts and for such Designated Payment Dates as follows:

	Percentage of Term Loan
	Commitment Due On Each
Designated Payment Date	Designated Payment Date
June 30, 2006		2.50	%
September 30, 2006		2.50	%
December 31, 2006		2.50	%
March 31, 2007		2.50	%
June 30, 2007		5.00	%
September 30, 2007		5.00	%
December 31, 2007		5.00	%
March 31, 2008		5.00	%
June 30, 2008		5.00	%
September 30, 2008		5.00	%
December 31, 2008		5.00	%

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	Percentage of Term Loan
	Commitment Due On Each
Designated Payment Date	Designated Payment Date
March 31, 2009		5.00	%
June 30, 2009		5.00	%
September 30, 2009		5.00	%
December 31, 2009		5.00	%
March 31, 2010		5.00	%
Maturity Date	Remaining unpaid balance

     The amount of the Term Loan repaid in accordance with this Section 2.06 may not be reborrowed.

(c) The Borrower shall prepay the Term Loan in amounts equal to:

     (i) 100% of the net cash proceeds of all asset sales generating net after-tax proceeds individually or in the aggregate in excess of $2,500,000 per annum or other dispositions (except Inventory in the ordinary course of business and excluding net cash proceeds of up to $2,000,000 received in any fiscal year to the extent used by the Person selling the same to acquire similar assets within 120 days after the date of receipt of such net cash proceeds) by the Borrower or any of its Subsidiaries (such prepayment to be made within five (5) days after such threshold is exceeded);

     (ii) 75% of Excess Cash Flow (such prepayment to be made annually within fifteen (15) days after delivery of the annual audited financial statements pursuant to Section 7.01(b) beginning with the delivery of the financial statements dated December 31, 2006); provided, however, if the ratio of Total Debt to Acquisition EBITDA for the Borrower and its Subsidiaries is less than 3.50:1.00 at the time such prepayment is otherwise required to be made, then the Borrower shall not be required to prepay the Term Loan with any Excess Cash Flow;

     (iii) 100% of the net cash proceeds of any debt or equity financing of the Borrower or any of its Subsidiaries (such prepayment to be made within five (5) days of the receipt of such proceeds), excluding (A) equity contributions relating to Permitted Acquisitions, (B) proceeds from the exercise of rights by employees under customary incentive compensation plans and stock options, (C) Indebtedness permitted under Section 8.03 (other than clause (b) thereof), (D) proceeds of up to $10,000,000 from additional equity issued to CapStreet and/or TA, and (E) net cash proceeds from the issuance of the Permanent Securities up to an amount sufficient to refinance in full all loans under the Second Lien Credit Agreement and unpaid interest thereon (provided that, if the Borrower has made the election contemplated by Section 4.03, the Borrower shall not be required to prepay the Term Loan Pursuant to this clause (D) to an amount less than the amount of the Term Loan to remain outstanding in connection with the Senior Facilities Reallocation); and

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     (iv) 100% of the net cash proceeds of any casualty or condemnation related to the Borrower or any of its Subsidiaries; provided, that the Borrower or such Subsidiary may reinvest such proceeds in an amount up to $5,000,000 if such casualty or condemnation does not have a Material Adverse Effect.

(d) All mandatory prepayments under Section 2.06(c) shall be applied to the principal installments of the Term Loan in order of maturity and to the Term Loan Lenders on a ratable basis until repayment of the Term Loan in full. The amount of the Term Loan prepaid may not be reborrowed and each Lenders’ Term Loan shall proportionately and permanently be reduced by the amount of the Term Loan prepaid pursuant to Section 2.06(c).

(e) All outstanding principal (and any accrued, unpaid interest) on the Swing Line Note shall be due and payable on the Maturity Date.

        SECTION 2.07 Voluntary Prepayments. The Borrower shall have the right to voluntarily prepay Advances in whole or in part upon giving two (2) Business Days’ prior written notice to the Agent; provided, however, with respect to Swing Line Loans comprised of Alternate Base Rate Advances, Borrower shall have the right to prepay such Advances in whole or in part upon giving notice to the Agent prior to 2:00 p.m. (New York time) on the date of such prepayment. Upon receipt of such notice, the Agent shall promptly notify each Lender of the contents thereof and of such Lender’s percentage participation of such prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein and (a) no LIBOR Rate Advance may be prepaid prior to the last day of its Interest Period unless, simultaneously therewith, the Borrower pays to the Agent for the benefit of the affected Lenders, all sums due under Section 2.15 hereof; and (b) each partial prepayment shall be made (i) in the case of any LIBOR Rate Advance denominated in Dollars, in the minimum amount of $250,000 and integral multiples of $100,000, (ii) in the case of any LIBOR Rate Advance denominated in Sterling, in the minimum amount of £250,000 and integral multiples of £100,000, and (iii) in the case of a prepayment of an Alternate Base Rate Advance, in a minimum aggregate amount of $250,000 and integral multiples of $100,000 (or, in each case, if less, the aggregate amount of the outstanding balance). The prepayment of the Term Loan pursuant to this Section 2.07 shall be applied to the remaining principal installments of the Term Loan in order of maturity in order of maturity and to the Term Loan Lenders on a ratable basis until repayment of the Term Loan in full. The amount of the Term Loan may not be reborrowed and each Lenders’ Term Loan shall proportionately and permanently be reduced by the amount of the Term Loan prepaid pursuant to this Section 2.07. Prepayments of any Revolving Credit Loan under this Section 2.07 may be reborrowed until the Maturity Date.

SECTION 2.08 Method and Place of Payments.

     (a) Except as otherwise specifically provided herein, all payments under this Agreement (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in Sterling) due from the Borrower shall be made to the Agent for the benefit of the affected Lenders not later than 12:00 p.m. (New York time) on the date when due and shall be made in lawful money of the United States in immediately available funds at the Payment Office. Notwithstanding the foregoing, all payments

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under this Agreement in respect of Swing Line Loans due from the Borrower shall be made to the Agent for the benefit of the Swing Line Lender not later than 2:00 p.m. (New York time) on the date when due and shall be made in lawful money of the United States in immediately available funds at the Payment Office. All payments with respect to principal of, interest on, and other amounts relating to, Advances denominated in Sterling due from the Borrower shall be made to the Agent for the benefit of the affected Lenders not later than 11:00 p.m. (New York time) on the date when due and shall be made in lawful money of the United Kingdom in immediately available funds at the Payment Office.

     (b) Except as specifically provided in Section 2.16(a), all payments (whether of principal, interest, Fees, reimbursements or otherwise) by the Borrower, under this Agreement shall be made without set-off or counterclaim and shall be made free and clear of and without deduction for any present or future tax, levy, impost or any other charge, if any, of any nature whatsoever now or hereafter imposed by any taxing authority. Except as specifically provided in Section 2.16(a), if the making of such payments by the Borrower is prohibited by law unless such a tax, levy, impost or other charge is deducted or withheld therefrom, the Borrower shall pay to the Agent, on the date of each such payment, such additional amounts (without duplication of any amounts required to be paid by the Borrower pursuant to Section 2.14 or Section 3.04) as may be necessary in order that the net amounts received by the Lenders after such deduction or withholding shall equal the amounts which would have been received if such deduction or withholding were not required. The Borrower shall confirm that all applicable taxes, if any, imposed on this Agreement or transactions hereunder shall have been properly and legally paid by it to the appropriate taxing authorities by sending, if available, official tax receipts or notarized copies of such receipts, or other evidence of payments reasonably acceptable to the applicable Lender, to the Agent within thirty (30) days after payment of any applicable tax. Notwithstanding the foregoing, in no event shall the compensation payable under this Section 2.08(b) (to the extent, if any, constituting interest under applicable laws) together with all amounts constituting interest under applicable laws and payable in connection with this Agreement, the Notes and the other Loan Documents exceed the Highest Lawful Rate.

     (c) To the extent that the Agent receives funds for application to the amounts owing by the Borrower under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to enable the Agent to distribute funds to the Lenders in accordance with the terms of this Section 2.08, the Agent shall be entitled to convert or exchange such funds into Dollars or into Sterling or from Sterling to Dollars, as the case may be, to the extent necessary to enable the Agent to distribute such funds in accordance with the terms of this Section 2.08; provided that the Borrower and each of the Lenders hereby agree that the Agent shall not be liable or responsible for any loss, cost or expense suffered by the Borrower or such Lender as a result of any conversion or exchange of currencies affected pursuant to this Section 2.08(c) or as a result of the failure of the Agent to effect any such conversion or exchange; and provided further that the Borrower agrees to indemnify the Agent and each Lender, and hold the Agent and each Lender harmless, for any and all losses, costs and expenses incurred by

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the Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 2.08(c).

        SECTION 2.09 Pro Rata Advances/Payments. All Advances (other than Advances made under the Swing Line Loans) under this Agreement shall be made by the affected Lenders pro rata (provided, however, that nothing hereunder shall limit or impair Agent’s rights under Section 2.04(b)), and all payments in respect of any Revolving Credit Loan and Term Loan from the Borrower to the Agent shall be applied, on the basis of the Lenders’ respective percentage participations in the Total Revolving Credit Commitment or the Term Loan Commitment, as the case may be. It is understood that no Lender shall be responsible for any default by any other Lender in its obligation to make Advances hereunder and that each Lender shall be obligated to make the Advances provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder.

SECTION 2.10 Interest.

     (a) Subject to Section 12.08, the Borrower agrees to pay interest on the total outstanding principal balance from time to time of all Alternate Base Rate Advances from the date of each respective Advance to maturity (whether by acceleration or otherwise) at a rate per annum which shall at all times be equal to the lesser of (i) the Highest Lawful Rate and (ii) the Alternate Base Rate in effect from time to time plus the applicable Margin as such applicable Margin may change from time to time. Interest accrued under this Section 2.10(a) shall be computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be.

     (b) Subject to Section 12.08, the Borrower agrees to pay interest on the total outstanding principal balance of all LIBOR Rate Advances from time to time from the date of each respective Advance to maturity (whether by acceleration or otherwise) at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days in the case of LIBOR Rate Advances denominated in Dollars and 365 or 366 days, as the case may be, in the case of LIBOR Rate Advances denominated in Sterling) which shall, during each Interest Period applicable thereto, be equal to the lesser of (i) the Highest Lawful Rate and (ii) the applicable LIBOR Rate for such Interest Period plus the applicable Margin.

     (c) Subject to Section 12.08, upon the occurrence and during the continuance of a Default under Section 9.01(a), (f) or (g), all principal and, to the extent permitted by law, interest, in respect of any Advance and all other amounts owing hereunder shall bear interest at a rate per annum equal to the Default Rate.

     (d) Interest on each Advance shall accrue from and including the date of such Advance to but excluding the date of any repayment thereof and shall be payable in arrears (i) in respect of LIBOR Rate Advances (A) on the last day of the Interest Period applicable thereto and, in the case of any Interest Period in excess of three months, on the last day of the third month, the last day of the sixth month (if applicable) and the last day of the ninth month (if applicable) of the Interest Period and on the last day of the Interest Period, and (B) on the date of any voluntary or mandatory repayment or any conversion

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or continuance, (ii) in respect of Alternate Base Rate Advances (A) on each Designated Payment Date and (B) on the date of any voluntary or mandatory repayment and (iii) in respect of each Advance, at maturity (whether by acceleration or otherwise) and, after maturity, on demand.

     (e) The Agent, upon determining the LIBOR Rate for any Interest Period, shall notify the Borrower thereof. Each such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto. In addition, prior to the due date for the payment of interest on any Advances set forth in the immediately preceding paragraph, the Agent shall notify the Borrower of the amount of interest due by the Borrower on all outstanding Advances on the applicable due date, but any failure of the Agent to so notify the Borrower shall not reduce the Borrower’s liability for the amount owed.

     (f) Subject to Section 12.08, the Borrower shall pay to the Agent for the account of each affected Lender, so long as the Lenders shall be required under regulations of the Board to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each such LIBOR Rate Advance from the date of such Advance until such principal amount is paid in full, at an interest rate per annum equal at all times during the relevant Interest Period for such Advance to the lesser of (i) the Highest Lawful Rate and (ii) the remainder obtained by subtracting (A) the LIBOR Rate for such Interest Period from (B) the rate obtained by dividing such LIBOR Rate referred to in clause (A) above by that percentage equal to 100% minus the Reserve Percentage of such Lender for such Interest Period. Such additional interest shall be determined by such Lender as incurred and shall be payable upon demand therefor by the Borrower to such Lender. Each determination by such Lender of additional interest due under this Section 2.10(f) shall be conclusive and binding for all purposes in the absence of manifest error.

SECTION 2.11 Interest Periods.

     (a) At the time the Borrower gives any Notice of Advance or Notice of Conversion in respect of the making of, or conversion into, a LIBOR Rate Advance, the Borrower shall have the right to elect, by giving the Agent on the dates and at the times specified in Section 2.02 or Section 2.05, notice of the interest period (each an “Interest Period”) applicable to such LIBOR Rate Advance, which Interest Period shall be either a one, two, three, six, or, if deposits in the applicable currency are available to all the Lenders in the applicable market, nine or twelve-month period; provided, that:

     (i) the Initial Interest Period for any LIBOR Rate Advance shall commence on the date of such LIBOR Rate Advance (including the date of any conversion thereto or continuance thereof pursuant to Section 2.05); each Interest Period occurring thereafter in respect of such LIBOR Rate Advance shall commence on the expiration date of the immediately preceding Interest Period;

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     (ii) if any Interest Period relating to a LIBOR Rate Advance begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month;

     (iii) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the next succeeding Business Day, provided, that if there are no more Business Days in that month, the Interest Period shall expire on the preceding Business Day; and

     (iv) no Interest Period for Advances shall extend beyond the Maturity Date.

     (b) If, upon the expiration of any Interest Period applicable to a LIBOR Rate Advance, the Borrower has failed to elect a new Interest Period to be applicable to such Advance as provided above, (A) if such LIBOR Rate Advances are denominated in Dollars, the Borrower shall be deemed to have elected to convert such Advance into an Alternate Base Rate Advance effective as of the expiration date of such current Interest Period and (B) if such LIBOR Rate Advances are denominated in Sterling, be exchanged for an Equivalent amount of Dollars and convert into Alternate Base Rate Advances.

     (c) After giving effect to any Loan, Advance, continuation or conversion of any LIBOR Rate Advance, there may not be more than twelve (12) different Interest Periods in effect hereunder.

        SECTION 2.12 Interest Rate Not Ascertainable. In the event that the Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) that on any date for determining the LIBOR Rate for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the LIBOR interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR Rate, then, and in any such event, the Agent shall forthwith give notice to the Borrower and to the Lenders of such determination. Until the Agent notifies the Borrower that the circumstances giving rise to the suspension described herein no longer exist, (a) the obligations of the Lenders to make LIBOR Rate Advances shall be suspended and (b) each LIBOR Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (i) if such LIBOR Rate Advance is denominated in Dollars, convert into an Alternate Base Rate Advance and (ii) if such LIBOR Rate Advance is denominated in Sterling, be prepaid by the Borrower or be automatically exchanged for an Equivalent amount of Dollars and be converted into an Alternate Base Rate Advance.

SECTION 2.13 Change in Legality.

     (a) Notwithstanding anything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender or its LIBOR Lending Office to make or maintain any LIBOR Rate Advance or to

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give effect to its obligations as contemplated hereby, then, by prompt written notice to the Borrower, such Lender may:

     (i) declare that LIBOR Rate Advances will not thereafter be made by such Lender hereunder, whereupon the Borrower shall be prohibited from requesting LIBOR Rate Advances from such Lender hereunder (and instead, any request for a LIBOR Rate Advance in Dollars, as to such Lender, shall be deemed to be a request for an Alternate Base Rate Advance and any request for a LIBOR Rate Advance in Sterling shall be void and of no force and effect) unless such declaration is subsequently withdrawn; and

     (ii) require that all LIBOR Rate Advances in Sterling made by such Lender be exchanged into an Equivalent amount of Dollars and be converted into an Alternate Base Rate Advance and that all outstanding LIBOR Rate Advances in Dollars made by such Lender be converted to Alternate Base Rate Advances, in which event (A) all such LIBOR Rate Advances made by such Lender shall be automatically converted to Alternate Base Rate Advances as of the effective date of such notice as provided in paragraph (b) below (or if so designated by such Lender in such notice, effective as of another date) and (B) all payments and prepayments of principal which would otherwise have been applied to repay the converted LIBOR Rate Advances shall instead be applied to repay the Alternate Base Rate Advances resulting from the conversion of such LIBOR Rate Advances.

     (b) For purposes of this Section 2.13, a notice to the Borrower by the Agent pursuant to paragraph (a) above shall be effective on the date of receipt thereof by the Borrower.

SECTION 2.14 Increased Costs, Taxes or Capital Adequacy Requirements.

     (a) If, after the Execution Date, the application or effectiveness of any applicable law or regulation or compliance by any Lender with any applicable guideline or request from any central bank or governmental authority (whether or not having the force of law) (i) shall change the basis of taxation of payments to such Lender of the principal of or interest on any LIBOR Rate Advance made by such Lender or any other Fees or amounts payable hereunder (other than taxes imposed or measured on the overall net or gross income or revenue of such Lender or its Applicable Lending Office or franchise taxes imposed upon it by the jurisdiction in which such Lender or its Applicable Lending Office has an office), (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement with respect to any LIBOR Rate Advance made by such Lender against assets of, deposits with or for the account of, or credit extended by, such Lender (without duplication of any amounts paid pursuant to Section 2.10(f)) or (iii) shall impose on such Lender any other condition affecting this Agreement or any LIBOR Rate Advance made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of maintaining its Revolving Credit Commitment, or of making or maintaining any LIBOR Rate Advance or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or

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otherwise) in respect thereof by an amount deemed in good faith by such Lender to be material, then the Borrower shall pay to such Lender such additional amount as will compensate it for such increase or reduction upon demand.

     (b) If any Lender shall have determined in good faith that any change after the Execution Date of any law, rule, regulation or guideline regarding capital adequacy, or any change in the interpretation or administration thereof or compliance with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued after the Execution Date has or would have the effect of reducing the rate of return on the capital of such Lender as a consequence of, or with reference to, such Lender’s obligations hereunder to a level below that which it could have achieved but for such change by an amount deemed by such Lender to be material, then, from time to time, the Borrower shall pay to the Agent for the benefit of such Lender such additional amount as will reasonably compensate it for such reduction upon demand.

     (c) Each Lender will notify the Borrower through the Agent of any event occurring after the date of this Agreement which will entitle it to compensation pursuant to this Section 2.14, as promptly as practicable. A certificate (i) stating that the compensation sought to be recovered pursuant to this Section 2.14 is generally being charged to other similarly situated customers and (ii) setting forth in reasonable detail the amount necessary to compensate the Lender in question as specified in paragraph (a) or (b) above, as the case may be, and the calculation of such amount under clause (a)(i), shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay to the Agent for the account of such Lender the amount shown as due on any such certificate upon demand. The failure on the part of any Lender to demand increased compensation with respect to any Interest Period shall not constitute a waiver of the right to demand compensation thereafter, provided that with respect to events occurring prior to any notice given under this Section 2.14(c), such Lenders shall only be entitled to recover compensation for such events occurring over a period of 120 days. Upon the request of the Borrower, each Lender agrees that it will use reasonable efforts to designate a different Applicable Lending Office for the Loans due to it affected by the matter described in Sections 2.14(a) and 2.14(b), if such designation will avoid or reduce the liability of the Borrower to such Lender under this Section 2.14 so long as such designation is not disadvantageous to such Lender as determined by such Lender in its sole discretion.

     (d) Except as expressly provided in Section 2.14(c) failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any Interest Period shall not constitute a waiver of such Lender’s rights to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to such Interest Period or any other Interest Period.

        SECTION 2.15 LIBOR Advance Prepayment and Default Penalties. Subject to Section 12.08, the Borrower shall indemnify each Lender against any loss or expense (other than loss of profit) which it may sustain or incur as a consequence of (a) an advance of, or a

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conversion into,or a continuance of, LIBOR Rate Advances that does not occur on the date specified therefor in a Notice of Advance or Notice of Conversion, (b) any payment, prepayment or conversion of a LIBOR Rate Advance required by any other provision of this Agreement or otherwise made on a date other than the last day of the applicable Interest Period or (c) any default in the payment or prepayment of the principal amount of any LIBOR Advance or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise). Such loss or expense shall include the amount equal to the excess determined by each Lender of (i) its cost of obtaining the funds for the Advance being paid, prepaid or converted or not borrowed (based on the LIBOR Rate) for the period from the date of such payment, prepayment or conversion or failure to borrow to the last day of the Interest Period for such Advance (or, in the case of a failure to borrow, the Interest Period for the Advance which would have commenced on the date of such failure to borrow) over (ii) the amount of interest (as determined by each Lender) that would be realized in reemploying the funds so paid, prepaid or converted or not borrowed for such period or Interest Period, as the case may be.

     The Agent on behalf of the Lenders, will notify the Borrower of any loss or expense which will entitle the Lenders to compensation pursuant to this Section 2.15, as promptly as is practicable. A certificate of any Lender setting forth any amount which it is entitled to receive pursuant to this Section 2.15 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay to the Agent for the account of the Lenders the amount shown as due on any certificate upon demand. Without prejudice to the survival of any other obligations of the Borrower hereunder, the obligations of the Borrower under this Section 2.15 shall survive the termination of this Agreement and the assignment of any of the Notes. The failure on the part of any Lender to demand compensation with respect to this Section 2.15 shall not constitute a waiver of the right to demand compensation thereafter, provided that with respect to any loss or expense incurred prior to any notice given under this Section 2.15, such Lender shall only be entitled to recover compensation for such loss or expense incurred over a period of 120 days.

SECTION 2.16 Taxes.

     (a) With respect to each Lender (including but not limited to any Lender added by assignment pursuant to Section 12.10 hereof) which is organized under the laws of a jurisdiction outside the United States, on the date of the initial Advance hereunder, and from time to time thereafter if requested by the Borrower or the Agent, each such Lender (including assignees of any thereof from time to time) shall provide the Agent and the Borrower with the forms prescribed by the Internal Revenue Service of the United States certifying as to such Lender’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to such Lender hereunder or other documents satisfactory to the Borrower and the Agent indicating that all payments to be made to such Lender hereunder are subject to such tax at a rate reduced by an applicable tax treaty. Unless the Borrower and the Agent have received such forms or such documents indicating that payments hereunder are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Borrower or the Agent shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Lender organized under the

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laws of a jurisdiction outside the United States. For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form or other document described above (other than if such failure is due to a change in law, or in the interpretation or application thereof, occurring after the date of the initial Advance or if such form or other document otherwise is not required), such Lender shall not be entitled to indemnification under Section 2.08(b) or Section 2.16 with respect to taxes imposed by the United States by reason of such failure.

     (b) The Loan Parties shall pay any present or future stamp, documentary, excise, property, intangible, mortgage recording or similar taxes, charges or levies that arise from any payment made by such Loan Party hereunder or under any other Loan Documents or from the execution, delivery or registration of, performance under, or otherwise with respect to, this Agreement, or the other Loan Documents (“Other Taxes”).

     (c) The Loan Parties shall indemnify each Lender and each Agent for and hold them harmless against the full amount of taxes (excluding franchise taxes and taxes imposed on overall net income of the Lender by the United States or the jurisdiction in which the Lender is located) and Other Taxes imposed or asserted by any jurisdiction on amounts payable under Section 2.08(b) or Section 2.16, imposed on or paid by such Lender or such Agent (as the case may be) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor.

        SECTION 2.17 Replacement Lenders. If any Lender shall assert that any adoption or change of the type described in Section 2.13 hereof has occurred with respect to it or shall assert (together with other Lenders comprising the Requisite Lenders for purposes of such Section) that any event described in Section 2.05(b) has occurred with respect to it, or if any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.05(b), Section 2.08(b) or Section 2.16, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its expense and effort, upon notice to such Lender and the Agent, require such Lender to, and such Lender promptly shall, assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.10), all its interest, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) if such assignee is not a Lender or an Affiliate thereof, the Borrower shall have received the prior written consent of the Agent which consent shall not be unreasonably withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (at least to the extent of such outstanding principal) and the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.08(b) or Section 2.16, such assignment will result in a reduction in such compensation or payments compared to the compensation or payments payable to the assigning Lender, and (iv) in the case of Section 2.05(b), no such assignment shall be made unless all Lenders making such assertion are replaced.

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A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation no longer exist or cease to apply.

ARTICLE III
LETTERS OF CREDIT

SECTION 3.01 Letters of Credit.

     (a) Subject to and upon the terms and conditions herein set forth, the Issuing Bank agrees that it will at any time and from time to time on or after the Effective Date and to but excluding the thirtieth (30^th) day prior to the Maturity Date, following its receipt of a Letter of Credit Request and Application for Letter of Credit, issue for the account of the Borrower and in support of the obligations of the Borrower or any of its Subsidiaries, one or more standby or commercial letters of credit (the “Letters of Credit”), up to a maximum amount outstanding at any one time for all Letters of Credit of $10,000,000, provided that the Issuing Bank shall not issue any Letter of Credit if at the time of such issuance: (i) Letter of Credit Obligations shall be greater than an amount which, when added to all Advances under the Revolving Credit Notes and the Swing Line Note then outstanding, would exceed the Total Revolving Credit Commitment or (ii) the expiry date of such Letter of Credit is a date that is later than the earlier of (x) the thirtieth (30^th) day prior to the Maturity Date and (y) one year after its issuance; provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (x) above).

     (b) The Issuing Bank shall neither renew or extend nor permit the renewal or extension of any Letter of Credit (which renewal or extension will not be for any period ending after the Maturity Date) if any of the conditions precedent to such renewal set forth in Section 5.02 are not satisfied or waived or, after giving effect to such renewal, the expiry date of such Letter of Credit would be a date that is later than the thirtieth (30^th) day prior to the Maturity Date.

SECTION 3.02 Letter of Credit Requests.

     (a) Whenever the Borrower desires that a Letter of Credit be issued for their account or that the existing expiration date shall be extended, they shall give the Issuing Bank (with copies to be sent to the Agent and each other Revolving Credit Lender) (i) in the case of a Letter of Credit to be issued, at least five (5) Business Days’ prior written request therefor and (ii) in the case of the extension of the existing expiry date of any Letter of Credit, at least five (5) Business Days prior to the date on which the Issuing Bank must notify the beneficiary thereof that the Issuing Bank does not intend to extend such existing expiry date. Each such request shall be executed by the Borrower and shall be in the form of Exhibit 3.02 attached hereto (each a “Letter of Credit Request”) and shall be accompanied by an Application for Letter of Credit therefor, completed to the reasonable satisfaction of the Issuing Bank, and such other certificates, documents and

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other papers and information as the Issuing Bank or the Agent may reasonably request. Each Letter of Credit shall be denominated in Dollars, shall expire no later than the date specified in Section 3.01, shall not be in an amount greater than is permitted under the clause (i) of Section 3.01(a) and shall be in such form as may be reasonably approved from time to time by the Issuing Bank and the Borrower.

     (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of this Agreement. Unless the Issuing Bank has received notice from any Revolving Credit Lender before it issues the respective Letter of Credit or extends the existing expiry date of a Letter of Credit that one or more of the conditions specified in Article V are not then satisfied, or that the issuance of such Letter of Credit would violate this Agreement, then the Issuing Bank shall issue the requested Letter of Credit for the account of the Borrower in accordance with the Issuing Bank’s usual and customary practices. Upon its issuance of any Letter of Credit or the extension of the existing expiry date of any Letter of Credit, as the case may be, the Issuing Bank shall promptly notify the Borrower and the Agent and the Agent shall notify each Revolving Credit Lender of such issuance or extension, which notices shall be accompanied by a copy of the Letter of Credit actually issued or a copy of any amendment extending the existing expiry date of any Letter of Credit, as the case may be.

SECTION 3.03 Letter of Credit Participations.

     (a) All Letters of Credit issued subsequent hereto shall be deemed to have been sold and transferred by the Issuing Bank to each Revolving Credit Lender, and each Revolving Credit Lender shall be deemed irrevocably and unconditionally to have purchased and received from the Issuing Bank, without recourse or warranty, an undivided interest and participation, (to the extent of such Lender’s percentage participation in the Total Revolving Credit Commitment) in each such Letter of Credit (including extensions of the expiry date thereof), each substitute Letter of Credit, each drawing made thereunder and the obligations of the Borrower under this Agreement and the other Loan Documents with respect thereto, and any security therefor or guaranty pertaining thereto.

     (b) In determining whether to pay under any Letter of Credit, the Issuing Bank shall have no obligation relative to the Revolving Credit Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit.

     (c) In the event that the Issuing Bank makes any payment under any Letter of Credit, the same shall be considered an Alternate Base Rate Advance without further action by any Person. The Issuing Bank shall promptly notify the Agent, which shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender shall immediately pay to the Agent for the account of the Issuing Bank the amount of such Lender’s percentage participation of such Advance. If any Revolving Credit Lender

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shall not have so made its percentage participation available to the Agent, such Lender agrees to pay interest thereon, for each day from such date until the date such amount is paid at the lesser of (i) the Federal Funds Effective Rate and (ii) the Highest Lawful Rate.

     (d) The Issuing Bank shall not be liable for, and the obligations of the Borrower and the Lenders to make payments to the Agent for the account of the Issuing Bank with respect to Letters of Credit shall not be subject to, any qualification or exception whatsoever, including any of the following circumstances:

     (i) any lack of validity or enforceability of the Original Credit Agreement, this Agreement or any of the other Loan Documents;

     (ii) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit, the Agent, any Issuing Bank, any Revolving Credit Lender, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit);

     (iii) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

     (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or

     (v) the occurrence of any Default or Event of Default.

     (e) The Issuing Bank shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted in connection with any Letter of Credit, except for errors or omissions caused by such Issuing Bank’s gross negligence or willful misconduct. It is the express intention of the parties hereto that such Issuing Bank, its officers, directors, employees and agents (other than with respect to any claims by the Issuing Bank against any such officer, director, employee or agent thereof) shall be indemnified and held harmless from, subject to the same type of protections set forth in Section 12.05(b), any action taken or omitted by such Person under or in connection with any Letter of Credit or any related draft or document arising out of or resulting from such Person’s sole or contributory negligence, but not from the gross negligence or willful misconduct of such Person. The Borrower agrees that any action taken or omitted by the Issuing Bank under or in connection with any Letter of Credit or the related drafts or documents, if done in accordance with the standards of care specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce, Publication No. 500 (and any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Bank) and, to the extent not inconsistent therewith, the Uniform

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Commercial Code of the State of New York, shall not result in any liability of the Issuing Bank to the Borrower.

SECTION 3.04 Increased Costs.

     (a) Notwithstanding any other provision herein, but subject to Section 12.08, if any Revolving Credit Lender shall have determined in good faith that any change after the Execution Date of any law, rule, regulation or guideline or the application or effectiveness of any applicable law or regulation or any change after the Execution Date in the interpretation or administration thereof, or compliance by any Revolving Credit Lender (or any lending office of such Lender) with any applicable guideline or request from any central bank or governmental authority (whether or not having the force of law) issued after the Effective Date either (i) shall impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against Letters of Credit issued, or participated in, by any Revolving Credit Lender or (ii) shall impose on any Revolving Credit Lender any other conditions affecting this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Revolving Credit Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount received or receivable by any Revolving Credit Lender hereunder with respect to Letters of Credit, by an amount deemed by such Lender to be material, then, from time to time, the Borrower shall pay to the Agent for the account of such Lender such additional amount or amounts as will reasonably compensate such Lender for such increased cost or reduction by such Lender.

     (b) Each Revolving Credit Lender will notify the Borrower through the Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to subsection (a) above, as promptly as practicable. A certificate of such Lender (i) stating that the compensation sought to be recovered pursuant to this Section 3.04 is generally being charged to other similarly situated customers and (ii) setting forth in reasonable detail such amount or amounts as shall be necessary to compensate such Lender as specified in subsection (a) above may be delivered to the Borrower (with a copy to the Agent) and shall be conclusive absent manifest error. The Borrower shall pay to the Agent for the account of such Lender the amount shown as due on any such certificate upon demand; provided that with respect to events occurring prior to any notice given under this Section 3.04(b), such Lender shall only be entitled to recover compensation for such events occurring over a period of 120 days.

     (c) Except as expressly provided in Section 3.04(b), failure on the part of any Revolving Credit Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any Letter of Credit shall not constitute a waiver of such Lender’s rights to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to such Letter of Credit.

        SECTION 3.05 Conflict between Applications and Agreement. To the extent that any provision of any application related to any Letter of Credit is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall control.

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ARTICLE IV
FEES; COMMITMENTS

SECTION 4.01 Fees.

     (a) The Borrower agrees to pay to the Agent for the account of each Revolving Credit Lender a commitment fee (the “Revolving Credit Commitment Fee”) for the period from and including the Effective Date to the Maturity Date, computed at a rate per annum equal to the Margin applicable to the Revolving Credit Commitment Fee set forth in the definition of “Margin” on the average daily unused amount of the Revolving Credit Commitments calculated on the basis of a 360-day year. Accrued Revolving Credit Commitment Fees shall be calculated to the day immediately preceding each Designated Payment Date and to the date the Revolving Credit Commitment is terminated. Revolving Credit Commitment Fees shall be due and payable in arrears (i) on each Designated Payment Date commencing on the first such date following the Execution Date and (ii) on the Maturity Date.

     (b) The Borrower agrees to pay Letter of Credit Fees to the Issuing Bank and each Lender in the applicable amount of the same payable thereto as set forth in the definition of Letter of Credit Fee set forth in Section 1.01. Accrued Letter of Credit Fees shall be due and payable in arrears (i) on each Designated Payment Date commencing on the first such date following the Execution Date and (ii) on the Maturity Date, and shall be calculated on the basis of a 360-day year.

     (c) Without duplication of the other fees in this Section 4.01, the Borrower agrees to pay to the Agent, for the account of Agent, in connection with its arrangement and syndication of the credit facility; and for the account of each Lender as consideration for such Lender making available the Loans, all of such other fees as have been agreed to pursuant to the Agent’s Letter.

     (d) In no event shall the Fees payable under this Section 4.01 (to the extent, if any, constituting interest under applicable laws) together with all amounts constituting interest under applicable laws and payable in connection with this Agreement, the Notes and the other Loan Documents exceed the Highest Lawful Rate.

SECTION 4.02 Reduction of Total Commitment.

     (a) Upon at least one (1) Business Day’s prior written notice to the Agent, the Borrower shall have the right, without premium or penalty, to reduce or terminate the Unutilized Commitment in part or in whole; provided, that (i) any such reduction shall reduce proportionately the Revolving Credit Commitment of each of the Revolving Credit Lenders and (ii) any partial reduction shall be in a minimum amount of $2,000,000 or an integral multiple of $1,000,000 in excess thereof.

     (b) The Revolving Credit Commitment, if not sooner terminated, shall terminate on the Maturity Date.

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        SECTION 4.03 Reallocation of Commitments. The Borrower shall have the one-time right to elect to restructure (the “Senior Facilities Reallocation”) the Commitments and the Loans as follows:

     (a) in the event that the amount of the gross cash proceeds received by the Borrower from the issuance and sale of the Permanent Securities is greater than or equal to $150,000,000 and such proceeds are applied in accordance with the terms of the Second Lien Credit Agreement and the terms set forth herein, the Borrower may elect, by written notice to the Agent and the Lenders at least five (5) Business Days prior to the date of receipt of such gross proceeds, to reallocate the Total Commitment remaining hereunder after such application in an amount not to exceed $180,000,000, which shall be comprised (at the election of the Borrower as specified in such notice) of (i) a Total Revolving Credit Commitment of up to $150,000,000 and (ii) a Term Loan Commitment of up to $30,000,000 (it being understood that the notice of such reallocation given by the Borrower to the Agent and the Lenders may indicate different proposed reallocations that are dependent on the amount of the net proceeds available from such issuance and sale); or

     (b) in the event that the gross proceeds received by the Borrower from the issuance and sale of the Permanent Securities is at least $75,000,000 but less than $150,000,000 and such proceeds are applied in accordance with the terms of the Second Lien Credit Agreement and the terms set forth herein, the Borrower may elect, by written notice to the Agent and the Lenders at least five (5) Business Days prior to the date of receipt of such gross proceeds, to reallocate the Total Commitment remaining hereunder after such application as mutually agreed by the Borrower, the Agent and the Lenders in their sole discretion.

     Any reallocation of the Commitments pursuant to this Section 4.03 shall be made on a pro rata basis among all of the Lenders such that (a) the percentage of the Commitments and Loans held be each Lender before any such reallocation shall be the same after such reallocation, and (b) each Lender shall continue to hold the same ratable portion of the Revolving Commitments and the Term Loan.

ARTICLE V
CONDITIONS PRECEDENT

        SECTION 5.01 Conditions Precedent to the Initial Advance. The obligation of each Lender to make its initial Advance to the Borrower is subject to the condition that the Agent shall have received the following, each in form and substance reasonably satisfactory to the Agent:

     (a) this Agreement executed by the Borrower and the other Loan Parties;

     (b) one Revolving Credit Note for each Revolving Credit Lender, each executed by the Borrower and payable to the order of said Lender in the amount of its Revolving Credit Commitment;

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     (c) the Swing Line Note executed by the Borrower and payable to the order of the Swing Line Lender in the amount of the Swing Line Commitment;

     (d) one Term Note for each Term Loan Lender, each executed by the Borrower and payable to the order of said Lender in the amount of its Term Loan Commitment;

     (e) the Security Documents executed by each of the Loan Parties, as the case may be, to be a party thereto, including all certificates evidencing shares of stock of the General Partner and the Limited Partner and all partnership interests of the Partnership and Subsidiaries pledged to the Agent for the benefit of the Lenders under the terms of any Security Document, together with related stock powers duly executed by the applicable pledgor;

     (f) the Intercreditor Agreement, duly executed by the parties thereto;

     (g) a Notice of Advance with respect to the initial Advance meeting the requirements of Section 2.04;

     (h) a certificate (i) of the secretary or an assistant secretary or other Responsible Officer of each of the Loan Parties certifying (A) true and complete copies of each of the articles or certificate of incorporation, organization or partnership, as applicable, as amended and in effect, of such Person, the bylaws, regulations, operating agreement, or agreement of limited partnership, as applicable, as amended and in effect, of such Person and the resolutions adopted by the Board of Directors, general partner, requisite members or mangers, as applicable, of such Person, (1) authorizing the execution, delivery and performance by such Person of the Loan Documents to which it is or will be a party and, as to the Borrower, the Advances to be made hereunder, and (2) authorizing Responsible Officers of such Person to negotiate, execute and deliver the Loan Documents to which it is or will be a party and any related documents, including, any agreement contemplated by this Agreement, and (B) the incumbency and specimen signatures of the Responsible Officers of such Person executing any documents on its behalf and (ii) of a Responsible Officer of the Borrower certifying, (A) that there has been no change in the businesses or financial condition of such Person which would reasonably be expected to have a Material Adverse Effect since December 31, 2004, and (B) that no Default or Event of Default shall have occurred and be continuing or would result from the initial Advance;

     (i) favorable, signed opinions addressed to the Agent and the Lenders from Vinson & Elkins L.L.P. and Allen & Overy, counsel to the Loan Parties in form and substance satisfactory to the Agent and its counsel;

     (j) the Agent shall have received the payment for the Agent and the Lenders, as applicable, of all Fees and expenses agreed upon by such parties and the Borrower to be payable on or prior to the Execution Date or the Effective Date, as the case may be;

     (k) certificates of appropriate public officials as to the existence, good standing and, if material, qualification to do business as a foreign corporation, as

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applicable, of the Loan Parties and their respective Subsidiaries, in each jurisdiction in which the ownership of their properties or the conduct of their business requires such qualifications;

     (l) copies of the Financials described in Section 6.07 hereof;

     (m) a Solvency Certificate, in form and substance satisfactory to Agent, executed by the chief financial officer of the Borrower certifying as to the solvency of each Loan Party before and after giving effect to the Transaction, the making of the initial Advance and the application of proceeds thereof;

     (n) a certificate in form and substance satisfactory to Agent executed by the chief financial officer of the Borrower stating that, (i) for the twelve-month period ending March 31, 2005, pro forma Acquisition EBITDA of the Borrower and its Subsidiaries (taking into account the UK Acquisition) was not less than $50,000,000, and (ii) the pro forma financial statements and forecasts delivered pursuant to clause (p) below were prepared in good faith on the basis of the assumptions stated therein, which assumptions are fair in light of then existing conditions (it being understood that projections are necessarily based upon opinions, estimates and projections and that the Borrower and its Subsidiaries and representatives do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate);

     (o) (i) unaudited financial statements of the Company for any interim quarterly periods which have ended since the date of the most recent audited financial statements and at least 30 days prior to the Effective Date, which (A) shall be reasonably satisfactory in form and substance to the Arrangers, and (B) shall not be materially inconsistent with the information and projections provided to the Arrangers and the Lenders prior to the Effective Date; and (ii) forecasts prepared by management of the Borrower and its Subsidiaries, each in form reasonably satisfactory to the Arrangers, of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the Effective Date and on an annual basis for each year thereafter during the term of the Agreement;

     (p) (i) all filings, recordations and searches necessary or desirable in connection with the Liens and security interests in the Collateral described in the Security Documents shall have been duly made (or otherwise provided for in a manner reasonably satisfactory to the Agent); all filing and recording fees and taxes shall have been duly paid (or otherwise provided for in a manner reasonably satisfactory to the Agent); and (ii) the Agent shall have received satisfactory evidence that the Agent has (or, upon the completion of any filings or recordings of any documents, financing statements or instruments delivered to the Agent will have) a valid and perfected first priority Lien and security interest in the Collateral described in the Security Documents;

     (q) Certificates of Insurance evidencing the existence of all insurance required to be maintained pursuant to Section 6.17, including endorsements naming the Agent on behalf of the Lenders as an additional insured or loss payee, as the case may be;

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     (r) evidence satisfactory to the Agent that the Borrower has received all necessary governmental, shareholder and material third party consents and/or approvals necessary to effect the UK Acquisition, expiration of all applicable waiting periods without any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on any of the Borrower and its Subsidiaries, or the Transaction, or that could seek to restrain or threaten any of the foregoing, and the absence of any applicable law or regulation which in the reasonable judgment of the Arrangers could have such material adverse conditions or effect;

     (s) evidence that the UK Acquisition shall have been consummated simultaneously with the initial Credit Event hereunder in accordance with the terms of the UK Acquisition Agreement and in compliance with applicable law and regulatory approvals;

     (t) evidence of receipt by the Borrower of not less than $75,000,000 gross cash proceeds from the advance of the loans under the Second Lien Credit Agreement;

     (u) an executed deed of release with respect to the Company’s term loan Indebtedness and other obligations under its existing credit facility with The Royal Bank of Scotland (other than obligations relating to the overdraft facility permitted under Section 8.03(l)), prior to or simultaneously with the occurrence of the Effective Date, in form and substance satisfactory to the Agent and confirmation that all Liens or other security interests granted by the Company in connection with such credit facility have been released;

     (v) all documentation and other information requested by the Agent or any Arranger and required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Act; and

     (w) such other consents, approvals, opinions or documents as the Agent may reasonably request.

        The acceptance of the benefits of the initial Credit Event shall constitute a representation and warranty by the Borrower to the Agent and each of the Lenders that all of the conditions specified in this Section 5.01, shall have been satisfied or waived as of that time.

        SECTION 5.02 Conditions Precedent to All Credit Events. The obligation of the Lenders to make any Advance is subject to the further conditions precedent that on the date of such Credit Event:

     (a) The conditions precedent set forth in Section 5.01 shall have theretofore been satisfied or waived;

     (b) The representations and warranties set forth in Article VI of this Agreement and the representations and warranties set forth in the Security Documents shall be true and correct in all material respects as of and as if such representations and warranties were made on, the date of the proposed Advance (unless such representation

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and warranty expressly relates to an earlier date or is no longer true and correct solely as a result of transactions not prohibited by the Loan Documents), and the Borrower shall be deemed to have certified to the Agent and the Lenders that such representations and warranties are true and correct in all material respects by submitting a Notice of Advance;

     (c) The Borrower shall have complied with the provisions of Section 2.02, Section 3.02 and/or Section 5.04, as applicable;

     (d) No Default or Event of Default shall have occurred and be continuing or would result from such Credit Event; and

     (e) No Material Adverse Effect shall have occurred since the delivery of the most recent Financials.

        The acceptance of the benefits of each such Credit Event shall constitute a representation and warranty by the Borrower to the Agent and each of the Lenders that all of the conditions specified in this Section 5.02 above exist as of that time.

        SECTION 5.03 Delivery of Documents. All of the Notes, Security Documents, certificates and legal opinions referred to in this Article V unless otherwise specified, shall be delivered to the Agent for the account of each of the Lenders and, except for the Notes, if requested by the Agent in sufficient copies for each of the Lenders and shall be reasonably satisfactory in form and substance to the Agent. Any Lender may request in writing to the Agent and the Borrower a copy of any other document or paper referred to in this Article V and the Borrower will thereafter provide same to such Lender.

        SECTION 5.04 Permitted Acquisition Advances. Unless the Borrower receives prior written approval from the Requisite Lenders, the obligation of each Lender to make any Advance to be used by the Borrower to consummate a Permitted Acquisition other than the UK Acquisition (each, an “Acquisition Advance”) is subject to the further conditions precedent that on the date of such Credit Event:

     (a) Acquisition Advance Request. The Borrower shall have provided to the Agent and each Lender at least fifteen (15) days prior to the date that the proposed Acquisition Advance is to be requested, the following: (i) the name of the Person (“Target”) whose stock or assets are to be acquired or the name of the merchant associated with such Large Program (“Large Program Merchant”) whose merchant agreements and/or ATM Equipment are to be acquired, as applicable; (ii) a description of the nature of the Target’s or Large Program Merchant’s business, as applicable; (iii) copies of the documentation (or substantially final drafts of the documentation) intended to effect the proposed Acquisition (the “Acquisition Agreements”); (iv) a summary of the terms and conditions of the proposed Acquisition; (v) a certificate of the chief financial officer or chief executive officer of the Borrower certifying that no Default or Event of Default exists or could reasonably be expected to occur as a result of the proposed Acquisition; and (vi) any other information the Agent may reasonably request. In addition, at least fifteen (15) days prior to the date that the Acquisition Advance is to be requested, the Borrower must have been made available, and at the

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Agent’s request the Borrower shall use reasonable efforts to make available the officers and directors of the Target or Large Program Merchant, as applicable, to the Agent and the Lenders to answer questions regarding the proposed Acquisition and the documentation related thereto.

     (b) Acquisition Criteria. The Borrower shall provide to the Agent and each Lender evidence that:

     (i) The Target is involved in or, if applicable, the merchant agreements and/or related ATM Equipment related to the Large Program Merchant are part of, an Approved Business;

     (ii) Neither the Target nor its assets, or the merchant agreements and/or related ATM Equipment related to the Large Program Merchant, shall be subject to any contingent obligations (including contingent obligations arising from any environmental liabilities), environmental liabilities, unsatisfied judgments or any pending action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration that could reasonably be expected to result in the proposed acquisition having a Material Adverse Effect; and

     (iii) The following criteria are satisfied:

     (A) The Borrower shall have provided to the Agent and each Lender (i) copies of the pro forma financial statements of the Target for the period of four fiscal quarters most recently ended prior to the closing of the proposed Acquisition for which financial statements are available and (ii) a pro forma financial projection of the Borrower and the Subsidiaries (including the Target) for the period following the date of the consummation of the proposed Acquisition to the Maturity Date which reflects compliance with the financial covenants set forth in Section 8.12 of this Agreement;

     (B) Unless the Borrower receives prior written approval from Requisite Lenders to the contrary, the Acquisition Advance associated with any Permitted Acquisition must not exceed $20,000,000; and

     (C) The Borrower shall have provided to Agent a certificate executed by a Responsible Officer of the Borrower which certifies compliance with the criteria set forth in this clause (iii).

Notwithstanding the foregoing and anything herein to the contrary, in connection with any Acquisition Advance that is equal to or less than $5,000,000, the Borrower shall only be required to provide to Agent on the date of such Credit Event a certificate executed by a Responsible Officer of the Borrower which certifies that no Default or Event of Default shall have occurred and be continuing or would result from such Acquisition Advance.

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     (c) Acquisition Agreements. Promptly after the closing of any proposed Acquisition funded with an Acquisition Advance greater than $5,000,000, (i) Agent and the Lenders shall have received executed copies of the Acquisition Agreements relating to the proposed Acquisition; (ii) the Acquisition Agreements shall be in full force and effect and no material term or condition thereof shall have been amended, modified, or waived after the execution thereof (other than solely to extend the date by which the proposed acquisition is required to occur) except those for which prior written notice was provided to Agent; (iii) none of the parties to the Acquisition Agreements shall have failed to perform any material obligation or covenant required by the Acquisition Agreement to be performed or complied with by it on or before the date of the closing of the proposed acquisition unless waived with the consent of the Agent; and (iv) Agent shall have received a certificate from a Responsible Officer of the Borrower to the effect set forth in clauses (i), (ii) and (iii) above.

     (d) Proposed Acquiree Loan Documents. If the proposed Acquisition is an Acquisition of the stock of a Target and the Target will not be merged with an existing Guarantor or the Borrower contemporaneously with such Acquisition, then (i) the Target shall execute and deliver to Agent documentation required by Section 7.09, (ii) the Borrower shall execute and deliver to the Agent an amendment to the relevant Security Documents describing as collateral thereunder the stock of the Target, and (iii) the Borrower shall deliver to the Agent the certificates representing the stock of the Target together with undated stock powers duly executed in blank. If the proposed Acquisition is an Acquisition of assets, the Borrower or the Subsidiary acquiring the assets shall execute and deliver to the Agent such documentation requested by Agent to cause the property acquired to be subject to a perfected Lien in favor of Agent for the benefit of the Lenders and for such Lien to have priority over all other Liens other than Permitted Liens.

     (e) Consent of Requisite Lenders. If at the time of such Acquisition the Total Leverage Ratio is equal to or greater than 5.00:1:00, such Acquisition shall have been approved by the Requisite Lenders.

ARTICLE VI
REPRESENTATIONS AND WARRANTEES

     In order to induce the Lenders to enter into this Agreement and to make the Advances provided for herein, the Borrower makes, on or as of the occurrence of each such Credit Event (except to the extent such representations or warranties relate to an earlier date or are no longer true and correct in all material respects solely as a result of transactions not prohibited by the Loan Documents), the following representations and warranties to the Agent and the Lenders:

        SECTION 6.01 Organization and Qualification. Each Loan Party and its respective Subsidiaries (a) is a limited partnership or corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (b) has the corporate or organizational power to own its property and to carry on its business as now

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conducted and (c) is duly qualified as a foreign corporation or limited partnership to do business and is in good standing, in each case in each jurisdiction in which the failure to be so qualified or in good standing would reasonably be expected to have a Material Adverse Effect.

        SECTION 6.02 Authorization and Validity. Each Loan Party has the corporate or organizational power and authority to execute, deliver and perform its obligations hereunder and under the other Loan Documents to which it is a party and all such action has been duly authorized by all necessary corporate proceedings on its part. The Loan Documents to which each Loan Party is a party have been duly and validly executed and delivered by such Loan Party and constitute valid and legally binding agreements of such Loan Party enforceable in accordance with the respective terms thereof, except, in each case, as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

        SECTION 6.03 Governmental Consents. No authorization, consent, approval, license or exemption (other than such exemptions that exist under applicable law, that are permitted, or that have been obtained) of any Person or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is necessary for the valid execution, delivery or performance by any Loan Party of any Loan Document to which it is a party or for the grant of a security interest in or mortgage on the collateral covered by the Loan Documents, except such matters relating to performance as would ordinarily be done in the ordinary course of business after the Effective Date.

        SECTION 6.04 Conflicting or Adverse Agreements or Ratifications. No Loan Party and no Subsidiary of any Loan Party is a party to any contract or agreement or subject to any restriction which would reasonably be expected to have a Material Adverse Effect. As of the Execution Date, all agreements (other than this Agreement and the other Loan Documents) of the Loan Parties and their respective Subsidiaries relating to the lending of money or the issuance of letters of credit to or for the account of any party are described hereto on Schedule 6.04. Neither the execution nor delivery of the Loan Documents nor compliance with the terms and provisions hereof or thereof will be contrary to the provisions of, or constitute a default under (a) the charter or bylaws of any Loan Party or any Subsidiary of any Loan Party, (b) any applicable law or any applicable regulation, order, writ, injunction or decree of any court or governmental instrumentality or (c) any material agreement to which any Loan Party or any Subsidiary of any Loan Party is a party or by which it is bound or to which it is subject.

        SECTION 6.05 Title to Assets; Licenses and Permits. The Borrower and the Partnership have good title to all personal property and good and indefeasible title to or a subsisting leasehold interest in, all realty as reflected as of the Effective Date on its books and records as being owned or leased by it subject to no Liens, except Permitted Liens. All of such assets are being maintained by the appropriate Person in good working condition in accordance with industry standards. The items of real and personal property owned by or leased to and used by the Borrower and each Subsidiary of the Borrower constitute all of the material assets used in the conduct of its business as presently conducted and neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or Subsidiary of the Borrower in and to any of such assets in a

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manner that would have or is reasonably likely to have a Material Adverse Effect. Each of the Loan Parties and their respective Subsidiaries is current and in good standing with respect to all governmental approvals, permits, certificates, licenses, consents and franchises necessary to continue to conduct its business and to own or lease and operate its properties as heretofore conducted, owned, leased or operated except where any such failure to maintain approvals, permits, certificates, licenses, consents and franchises would not have a Material Adverse Effect. Notwithstanding the foregoing, except as permitted pursuant to Section 8.16, no Loan Party or any Subsidiary of any Loan Party other than the Partnership and the Company owns any material assets (other than (i) the Voting Equity Interests of the General Partner and the Limited Partner owned by the Borrower, (ii) the Voting Equity Interests of the Partnership owned by the General Partner and the Limited Partner, and (iii) Equity Interests in any Foreign Subsidiary owned by the Borrower or any other Foreign Subsidiary of the Borrower) or conducts any material business operations.

        SECTION 6.06 Litigation. Except as shown on Schedule 6.06, on the Effective Date, no proceedings before any court or governmental agency or department are pending against any Loan Party or any Subsidiary of any Loan Party and to the knowledge of the Borrower, none of same affect any Loan Party or any Subsidiary of any Loan Party or have been threatened. At any time after the Effective Date, no proceedings against or affecting any Loan Party or any Subsidiary of any Loan Party are pending or, to the knowledge of the Borrower, threatened before any court or governmental agency or department which could reasonably be expected to have a Material Adverse Effect.

        SECTION 6.07 Financial Statements. Prior to the Execution Date, the Borrower has furnished to the Lenders (i) audited consolidated financial statements of the Borrower and its Subsidiaries for fiscal year 2003 and fiscal year 2004 certified by a firm of independent public accountants of recognized national standing mutually agreed upon by the Borrower and Agent, (ii) interim consolidated financial statements of the Borrower and its Subsidiaries as of Borrower March 31, 2005 (such financial statements shall include balance sheets, income statements and cash flow statements and collectively, are referred to as “Financials”), (iii) a pro forma projected balance sheet of the Borrower and its Subsidiaries as of June 30, 2005, after giving effect to the UK Acquisition and the financings contemplated hereby, (iv) a pro forma calculation of trailing twelve month Acquisition EBITDA for the Borrower and its Subsidiaries for the twelve fiscal month period most recently ended prior to the Effective Date which gives effect, on a pro forma basis, to the UK Acquisition, and (v) projected Financials of the Borrower and its Subsidiaries for the five year period after the Effective Date. The Financials have been prepared in conformity with GAAP consistently applied and present fairly, in all material respects, the financial condition of the Borrower and its consolidated Subsidiaries as of the dates thereof. Since December 31, 2004, there has not occurred any event which would reasonably be expected have a Material Adverse Effect.

        SECTION 6.08 No Defaults. No Loan Party and no Subsidiary of any Loan Party is in default (a) under any material provisions of any instrument evidencing any Indebtedness or of any agreement relating thereto in such manner as to cause a Material Adverse Effect, (b) in any respect under or in violation of any order, writ, injunction or decree of any court or governmental instrumentality, in such manner as to cause a Material Adverse Effect or (c) under

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any provision of any Material Contract, which default would reasonably be expected to have a Material Adverse Effect.

     SECTION 6.09 Investment Company Act. No Loan Party and no Subsidiary of any Loan Party is, nor is it directly or indirectly controlled by or acting on behalf of any Person which is, an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

     SECTION 6.10 Utility Regulation. No Loan Party and no Subsidiary of any Loan Party is (i) a “holding company,” or a “subsidiary company” of a “‘holding company,” or an “affiliate” of a “holding company,” or an “affiliate” of a “subsidiary company” of a “holding company,” or a “public utility company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (ii) an “electric utility” or “public utility” within the meaning of the Federal Power Act, as amended, or (iii) an “electric utility,” “public utility,” or “utility” under any state law regulating public utilities.

     SECTION 6.11 ERISA.

     (a) The Borrower and each ERISA Affiliate have operated and administered each Plan and Employee Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and would not reasonably be expected to have a Material Adverse Effect. All foreign pension schemes operated by the Borrower and each of its Subsidiaries is operated in accordance with the requirements of applicable foreign law, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA) which would individually or in the aggregate reasonably be expected to have a Material Adverse Effect and no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such liability by the Borrower or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Borrower or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

     (b) No accumulated funding deficiency (as defined in section 412 of the Code or section 302 of ERISA), whether or not waived, exists or is expected to be incurred with respect to any Plan.

     (c) The Borrower and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.

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     (d) The expected post-retirement benefit obligation (determined as of the last day of the Borrower’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Borrower and its Subsidiaries would not reasonably be expected to have a Material Adverse Effect.

     SECTION 6.12 Environmental Matters. Except as disclosed on Schedule 6.12, the Borrower and its Subsidiaries (a) possess all environmental, health and safety licenses, permits, authorizations, registrations, approvals and similar rights necessary under Environmental Laws for them to conduct their operations as now being conducted, except where failure to have such licenses, permits, authorizations, registrations, approvals, and similar rights would not reasonably be expected to have a Material Adverse Effect, and (b) each of such licenses, permits, authorizations, registrations, approvals and similar rights is valid and subsisting, in full force and effect and enforceable by the Borrower and its Subsidiaries, and the Borrower and its Subsidiaries are in compliance with all terms, conditions or other provisions of such permits, authorizations, regulations, approvals and similar rights except for such failure or noncompliance that, individually or in the aggregate for the Borrower and its Subsidiaries, would not reasonably be expected to have a Material Adverse Effect. Except as disclosed on Schedule 6.12, neither the Borrower nor any Subsidiary has received any written notices of any violation or noncompliance with, or remedial obligation under, any Environmental Laws (other than any violation, non-compliance, or remedial obligation that has been cured or would not reasonably be expected to have a Material Adverse Effect) and there are no writs, injunctions, decrees, orders or judgments outstanding under the Environmental Laws, or lawsuits, claims, proceedings, or, to the knowledge of the Borrower and its Subsidiaries, investigations or inquiries pending or threatened under Environmental Laws, relating to the ownership, use, condition, maintenance or operation of, or conduct of business related to, any property owned, leased or operated by the Borrower and its Subsidiaries or other assets of the Borrower and its Subsidiaries other than those violations, instances of noncompliance, obligations, writs, injunctions, decrees, orders, judgments, lawsuits, claims, proceedings, investigations or inquiries that individually or in the aggregate for the Borrower and its Subsidiaries, would not reasonably be expected to have a Material Adverse Effect. Except as disclosed on Schedule 6.12, there are no obligations, undertakings or liabilities arising out of or relating to Environmental Laws which the Borrower and its Subsidiaries have agreed to, assumed or retained, or by which the Borrower and its Subsidiaries are adversely affected, by contract or otherwise, except such obligations, undertakings or liabilities as would not reasonably be expected to have a Material Adverse Effect. Except as disclosed on Schedule 6.12, the Borrower and its Subsidiaries have not received a written notice or claim to the effect that any of them are or may be liable to any other Person as the result of a Release or threatened Release of a Hazardous Material except such notice or claim that would not reasonably be expected to have a Material Adverse Effect.

     SECTION 6.13 Purpose of Loans.

     (a) The proceeds of the Term Loan and the Revolving Credit Loans made on the Effective Date will be used by the Borrower to finance in part the UK Acquisition and the Refinancing and to pay fees and expenses incurred in connection with the Transaction. The proceeds of other Revolving Credit Loans shall be used by the

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Borrower for working capital, to finance Permitted Acquisitions, to finance Capital Expenditures and for general corporate purposes.

     (b) None of the proceeds of any Advance will be used directly or indirectly for the purpose of purchasing or carrying any “margin stock” within the meaning of Regulation U (herein called “margin stock”) or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry margin stock, or for any other purpose which might constitute this transaction as a “purpose credit” within the meaning of Regulation U. Neither the Borrower nor any agent acting on its behalf has taken or will take any action which might cause this Agreement or any other Loan Document to violate, or involve the Lenders in a violation of, Regulation T, Regulation U, Regulation X or any other regulation of the Board of Governors or to violate the Securities and Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder.

     SECTION 6.14 Subsidiaries. Except as disclosed on Schedule 6.14 or as disclosed in writing to the Agent after the Execution Date, the Borrower does not have any Subsidiaries, and neither the Borrower nor any Subsidiary of the Borrower is a party to any joint venture, partnership or similar organization or arrangement.

     SECTION 6.15 Solvency. After giving effect to the initial Advance hereunder and all other Indebtedness of the Borrower at the time of such Advance, (i) the fair value and present fair saleable value of the Borrower’s assets exceeds the Borrower’s stated liabilities and identified contingent liabilities, on a consolidated basis; (ii) the Borrower is able to pay its debts as they become due; (iii) the Borrower has sufficient capital to engage in its business as management has indicated it is now conducted; and (iv) no insolvency proceedings or creditors’ process of a nature described in Section 9.01(f) or (g) has been taken or, to the knowledge of the Borrower, threatened in relation to the Borrower or any of its Subsidiaries.

     SECTION 6.16 Accuracy of Information. Neither this Agreement nor any other document, certificate, statement or other further information (excluding projections), taken as a whole, furnished in writing to the Agent or any Lender by or on behalf of the Borrower or any of its Subsidiaries in connection with this Agreement or any transaction contemplated hereby, taken as a whole, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading. The financial information with respect to the Borrower’s projections, copies of which have been furnished to each Lender prior to the Execution Date, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the Borrower to be reasonable in all material respects at the time made.

     SECTION 6.17 Insurance. The Borrower and its Subsidiaries maintain insurance of such types as is usually carried by corporations of established reputation engaged in the same or similar businesses and similarly situated with financially sound, responsible and reputable insurance companies or associations (or, as to workers’ compensation or similar insurance, with an insurance fund or by self-insurance authorized by the jurisdiction in which its operations are carried on) and in such amounts (and with co-insurance and deductibles) as such insurance is usually carried by corporations of established reputation and engaged in the same or similar

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businesses and similarly situated. Neither the Borrower nor its Subsidiaries maintains any formalized self-insurance program with respect to its assets or operations or material risks with respect thereto.

     SECTION 6.18 Indebtedness and Contingent Liabilities. As of the Effective Date, the Loan Parties and their respective Subsidiaries do not have any outstanding Indebtedness (excluding the Loans and the amounts set forth on Schedule 6.18 hereto) or material contractually assumed contingent liabilities.

     SECTION 6.19 Compliance with Laws. The Loan Parties and their respective Subsidiaries are in compliance with all of the following, (except as to ERISA and Environmental Laws, only to the extent required under Sections 6.11 and 6.12, respectively) as applicable in respect of the conduct of their respective businesses and the ownership of their respective properties: all statutes, material regulations and material orders of, and all restrictions imposed by all governmental bodies, except any failure to comply that would not reasonably be expected to have a Material Adverse Effect.

     SECTION 6.20 Security Interests. The Security Documents create valid Liens in all of the collateral described therein in favor of the Agent for the benefit of the Lenders securing the Obligations and constitute (subject to (i) the filing after the Effective Date of financing statements and assignments of patents and trademarks delivered to the Agent on the Execution Date and thereafter from time to time and (ii) delivery of any collateral after the Effective Date as provided herein or any other Loan Document) perfected first priority Liens in substantially all of such collateral described therein subject to no Liens other than Permitted Liens (other than titled equipment and patents, trademarks, copyrights and similar items existing or issued outside of the United States).

     SECTION 6.21 Material Contracts.

     (a) As of the Execution Date, the Material Contracts (i) have been duly executed and delivered by, and constitute the legal, valid and binding obligation of the Loan Parties (and, where applicable, their respective Subsidiaries) and to the Borrower’s knowledge all other parties thereto, enforceable against such parties in accordance with its terms, (ii) are in full force and effect and (iii) except as disclosed to the Agent, have not been amended or modified in a manner which would reasonably be expected to have a Material Adverse Effect.

     (b) All consents required under the Material Contracts in connection with the Security Documents have been obtained by the Borrower.

     SECTION 6.22 Taxes. The Borrower and its Subsidiaries have filed all material Federal, state and other material tax returns and reports required to be filed, and have paid all material Federal, state, foreign and other material taxes, assessments and governmental charges or levies imposed upon them or upon their respective incomes or profits, or upon any properties belonging to any of them, prior to the date on which penalties attach thereto, except for such amounts that are being contested in good faith and by appropriate actions and for which appropriate reserves have been made on the books of such entity in accordance with GAAP.

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There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect. No Loan Party nor any of its Subsidiaries is party to any tax sharing agreement with any Person other than tax sharing agreements between Loan Parties. The Merger will not be taxable to the Company or any of its Subsidiaries or Affiliates.

     SECTION 6.23 Intellectual Property; Licenses, Etc. Each Loan Party and each of its Subsidiaries owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, and set forth on Schedule 6.23 is a complete and accurate list of all such IP Rights owned or used by each Loan Party and each of its Subsidiaries. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material employed, or contemplated to be employed, by any Loan Party or any Subsidiary of any Loan Party infringes upon any rights held by any other Person.

ARTICLE VII
AFFIRMATIVE COVENANTS

     The Borrower covenants and agrees that on and after the date hereof and until the Notes are paid in full and the Total Commitment has terminated:

     SECTION 7.01 Information Covenants. Except for those items described below in Sections 7.01(e), (f) and (h) which will be furnished by the Borrower to the Agent, the Borrower will furnish or cause to be furnished to each Lender:

     (a) As soon as available, and in any event within thirty (30) days after each month-end and within forty-five (45) days after the close of each fiscal quarter in each fiscal year of the Borrower, the consolidated monthly and consolidated quarterly unaudited balance sheets of the Borrower and its Subsidiaries as of the end of such periods and the related consolidated (and consolidating for quarter-end periods) unaudited statements of income and cash flows for such periods (provided, that such cash flows shall only be provided quarterly), setting forth, in each case, comparative figures for the related periods in the prior fiscal year and, with respect to such statements of income, for the budget delivered pursuant to subsection (f) below, all of which shall be certified by any Responsible Officer of the Borrower as fairly presenting in all material respects, the consolidated financial position of the Borrower as of the end of such period and the results of its operations for the period then ended in accordance with GAAP, subject to changes resulting from normal year-end audit adjustments, and a narrative report describing the operations of the Borrower and its Subsidiaries with respect to each period covered by the related financial statements (and addressing the comparisons to prior periods contained therein), in the form agreed upon by the Borrower and Agent prior to Closing or otherwise in a form acceptable to the Agent; and

     (b) As soon as available, and in any event within ninety (90) days after the close of each fiscal year of the Borrower, the audited consolidated balance sheet of the

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Borrower and its Subsidiaries as at the end of such fiscal year and the related audited statements of income and audited cash flows for such fiscal year, setting forth, in each case, comparative figures for the preceding fiscal year and certified by independent certified public accountants of recognized national standing, whose report shall be without limitation as to the scope of the audit, unqualified and otherwise reasonably satisfactory in substance to the Agent.

     (c) Promptly after any Responsible Officer of the Borrower or any Subsidiary of the Borrower obtains knowledge thereof, notice of:

     (i) any material violation of, noncompliance with, or remedial obligations under, Environmental Laws by the Borrower or any Subsidiary of the Borrower,

     (ii) any material Release or threatened material Release of Hazardous Materials affecting any property owned, leased or operated by the Borrower or its Subsidiaries,

     (iii) the existence of any event or condition which constitutes a Default or an Event of Default,

     (iv) any material violation of public health or welfare laws or regulations by the Borrower or any Subsidiary of the Borrower,

     (v) the filing of any tax or other governmental Liens against the Borrower or any Subsidiary of the Borrower covering amounts owing in excess of $150,000 in the aggregate for all such Liens,

     (vi) the creation of any Subsidiary,

     (vii) any Person having given any written notice to the Borrower or its Subsidiaries or taken any other action with respect to a claimed default or event of default under (A) the Second Lien Loan Documents, (B) any Material Contract, or (C) any other instrument or agreement which would reasonably be expected to have a Material Adverse Effect,

     (viii) the institution of any litigation in which the damages claimed are in excess of $1,000,000 that are not fully covered by insurance (except for any applicable deductibles), and

     (ix) any other condition or event which, in the opinion of management of the Borrower, would reasonably be expected to have a Material Adverse Effect, which notice shall specify the nature and period of existence thereof and specifying the notice given or action taken by such Person and the nature of any such claimed default, event or condition and, in the case of an Event of Default or Default, what action has been taken, is being taken or is proposed to be taken with respect thereto.

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     (d) On any Financial Statement Delivery Date, a certificate of a Responsible Officer of the Borrower to the effect that no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and the action that is being taken or that is proposed to be taken with respect thereto, which certificate shall set forth the calculations required to establish whether the Borrower was in compliance with the provisions of Section 8.12 as at the end of such fiscal period or year, as the case may be.

     (e) Promptly upon receipt thereof a copy of any report or management letter submitted to the Borrower or its Subsidiaries by its independent accountants in connection with any regular or special audit of the Borrower’s or its Subsidiaries’ records.

     (f) Within sixty (60) days after the start of each fiscal year of the Borrower beginning with fiscal year 2006, a financial plan and budget of the Borrower and its Subsidiaries for such fiscal year prepared by the Borrower in its ordinary course of business, which financial plan and budget shall include a balance sheet and related statements of income and cash flow for such forthcoming fiscal year.

     (g) Promptly upon filing or distribution, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any of its Subsidiaries with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission), or with any national securities exchange, or distributed by the Borrower to its shareholders generally.

     (h) As soon as available and in any event within forty-five (45) days of the close of (i) each fiscal quarter of the Borrower through the first anniversary of the Effective Date and (ii) thereafter, each fiscal year, a report setting forth all owned or leased ATM Equipment locations.

     (i) Within fifteen (15) days following the consummation of any Permitted Acquisition pursuant to an Acquisition Advance equal to or less than $5,000,000, the Borrower shall provide to the Agent (i) the name of the Person whose stock or assets were acquired; (ii) a description of the nature of such Person’s business; (iii) copies of the documentation that effectuated the Acquisition; (iv) any documentation required by Section 7.09, if applicable; (v) evidence that such Person or Large Program, as the case may be, is involved in an Approved Business; (vi) a pro forma financial projection of the Borrower and its Subsidiaries for a period of four (4) fiscal quarters following the date of the consummation of the Acquisition which reflects compliance with the financial covenants set forth in Section 8.12 of this Agreement; and (vii) any other information the Agent may reasonably request (including any supplements or amendments to any applicable Security Documents).

     (j) From time to time and with reasonable promptness, such other information or documents as the Agent or any Lender through the Agent may reasonably request.

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     SECTION 7.02 Books, Records and Inspections. The Loan Parties will maintain and cause their respective Subsidiaries to maintain corporate books and financial records, and will permit, or cause to be permitted any Person designated by the Agent, and after the occurrence and during the continuance of an Event of Default, any Person designated by any Lender, to visit and inspect any of the properties of the Borrower and its Subsidiaries, to examine such corporate books and financial records of the Borrower and its Subsidiaries and to make copies thereof or extracts therefrom and to discuss the affairs, finances and accounts of any such corporations with the officers, employees and agents of the Borrower and its Subsidiaries, with their independent public accountants, all at such reasonable times and upon reasonable notice and as often as the Agent may reasonably request. Upon the occurrence and during the continuance of an Event of Default, any Person designated by the Agent may request that such independent public accountants obtain Receivable confirmation reports from account receivable debtors of the Borrower and its Subsidiaries.

     SECTION 7.03 Insurance and Maintenance of Properties.

     (a) The Loan Parties will, and will cause their respective Subsidiaries to, keep reasonably adequately insured by financially sound and reputable insurers all of its material property, which is of a character, and in amounts and against such risks, usually and reasonably insured by similar Persons engaged in the same or similar businesses, including, without limitation, insurance against fire, casualty, and any other hazards normally insured against. The Borrower will at all times maintain and will cause its Subsidiaries to maintain insurance against its liability for injury to Persons or property, which insurance shall be by financially sound and reputable insurers and in such amounts and form as are customary for corporations of established reputation engaged in the same or a similar business and owning and operating similar properties, and upon the prior written request of the Agent shall provide the Agent a listing of all such insurance and such other certificates and other evidence thereof, as the Agent shall reasonably request. A listing of all policies existing on the Execution Date (including policy limits) of the Borrower and its Subsidiaries is attached hereto as Schedule 7.03. The Borrower shall obtain and cause its Subsidiaries to obtain all such endorsements as are available to such policies showing the Agent as an additional insured, and, at the Agent’s option, co-loss payee, thereunder. All policies of insurance required by the terms of this Agreement or any Security Document shall provide that at least fifteen (15) days’ prior written notice be given to the Agent of any termination, cancellation, reduction or other material modification of such insurance.

     (b) The Loan Parties will cause, and will cause their respective Subsidiaries to cause, all of their properties used or useful in the conduct of their respective businesses to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all reasonably necessary repairs, renewals and replacements thereof, all as in the reasonable judgment of the Borrower may be reasonably necessary so that the business carried on in connection therewith may be properly conducted at all times.

     SECTION 7.04 Payment of Taxes. The Loan Parties will pay and discharge, and cause their respective Subsidiaries to pay and discharge, all material taxes, assessments and

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governmental charges or levies imposed upon them or upon their respective incomes or profits, or upon any properties belonging to any of them, prior to the date on which penalties attach thereto, except for such amounts that are being contested in good faith and by appropriate actions and for which appropriate reserves have been made on the books of such entity in accordance with GAAP.

     SECTION 7.05 Corporate Existence. The Loan Parties will do, and cause their respective Subsidiaries to do, all things necessary to (i) except as permitted under Section 8.02, preserve and keep in full force and effect their respective corporate existences and (ii) maintain all rights, franchise agreements, business contracts, patents, trademarks, licenses and Material Contacts as may be required so that the business carried on in connection therewith may be properly conducted at all times, except for any failure to so maintain that would not reasonably be expected to have a Material Adverse Effect.

     SECTION 7.06 Compliance with Statutes. The Loan Parties will comply, and cause their respective Subsidiaries to comply, with all applicable statutes (except as to ERISA and Environmental Laws, only to the extent required under Sections 6.11 and 6.12, respectively), regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, except for any failure to so comply that would not reasonably be expected to have a Material Adverse Effect.

     SECTION 7.07 ERISA. Immediately after any Responsible Officer of the Borrower knows or has reason to know any of the following items are true, the Borrower will deliver or cause to be delivered to the Agent a certificate of a Responsible Officer of the Borrower setting forth details as to such occurrence and such action, if any, the Borrower or any ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given to or filed with or by the Borrower or its ERISA Affiliate with respect thereto: that a Reportable Event has occurred or that an application may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard; that a Multiemployer Plan has been or may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that any required contribution which is material to a Plan, Multiemployer Plan or Employee Plan has not been or may not be timely made; that proceedings may be or have been instituted under Section 4069(a) of ERISA to impose liability on the Borrower or an ERISA Affiliate or under Section 4042 of ERISA to terminate a Plan or appoint a trustee to administer a Plan; that the Borrower or any ERISA Affiliate has incurred or may incur any material liability (including any contingent or secondary liability) on account of the termination of or withdrawal from a Plan or a Multiemployer Plan; and that the Borrower or any ERISA Affiliate may be required to provide security to a Plan under section 401(a)(29) of the Code; or any other condition(s) exist(s) or may occur with respect to one or more Plans, Employee Plans and/or Multiemployer Plans which would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

     SECTION 7.08 Utility Regulation. The Borrower will cause the representations and warranties set forth in Section 6.10 hereof to be and remain at all times true and correct.

     SECTION 7.09 Subsidiaries. The Borrower will (a) cause any Person becoming a Domestic Subsidiary of the Borrower to become a Loan Party under this Agreement and to

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become a “Grantor” under and as defined in the Intercreditor Agreement, and to execute in form and substance satisfactory to the Agent a guaranty, security agreement, deed of trust and/or other security instruments and documents sufficient to (x) obligate such Domestic Subsidiary for repayment of all or (at Agent’s election) a portion of the Loans and (y) pledge all or substantially all of such Domestic Subsidiaries’ assets (excluding Equity Interests in Foreign Subsidiaries) as collateral for the Loans, and to become a party to this Agreement and the Intercreditor Agreement, and (b) execute, and cause any such Domestic Subsidiary to execute, as applicable, a pledge agreement in form and substance satisfactory to the Agent pledging all of the Equity Interests in any Subsidiary that is either a direct Subsidiary of the Borrower or a direct Subsidiary of such Domestic Subsidiary (which shall be limited, in the case of the pledge of shares of any Equity Interests of any Foreign Subsidiary, to 66% of the Voting Equity Interests and 100% of the non-voting Equity Interests of such Subsidiary).

     SECTION 7.10 Material Contracts. The Borrower will notify the Agent of any material default under any Material Contract promptly after a Responsible Officer obtains knowledge thereof.

     SECTION 7.11 Interest Rate Protection. The Borrower shall obtain (or maintain existing) interest rate protection pursuant to interest rate swaps, interest rate caps, Interest Periods of nine (9) months or more in duration or similar arrangements, in a manner satisfactory to Agent, for at least the two (2) year period following the Effective Date, with respect to a notional amount of debt equal to not less than $75,000,000; provided, however, that the Borrower shall not be required to maintain such interest rate protection in the event that Permanent Securities are issued within 270 days after the Execution Date.

ARTICLE VIII
NEGATIVE COVENANTS

     The Borrower covenants and agrees as to itself and each of its Subsidiaries that on and after the date hereof and until the Notes are paid in full and the Total Commitment has terminated:

     SECTION 8.01 Change in Business. The Loan Parties will not engage, and will not permit their respective Subsidiaries to engage, in any businesses not of the same general type as, or reasonably related to, those conducted by the Loan Parties on the Effective Date (“Approved Business”).

     SECTION 8.02 Consolidation, Merger or Sale of Assets. None of the Loan Parties will, or will permit any of their respective Subsidiaries to, wind up, liquidate or dissolve its affairs, or enter into any transaction of merger, amalgamation or consolidation, or sell, transfer or otherwise dispose of all or any part of its property or assets (other than sales of Inventory and surplus or obsolete assets in the ordinary course of business), except that

     (a) any Subsidiary of the Borrower may merge, consolidate, wind up, liquidate or dissolve into and with the Borrower or any other wholly-owned Subsidiary of the Borrower; provided that (i) when any Guarantor is merging or consolidating with

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another Subsidiary that is not a Guarantor, the Guarantor shall be the continuing or surviving Person, and (ii) when any Domestic Subsidiary is merging or consolidating with a Subsidiary that is not a Domestic Subsidiary, the Domestic Subsidiary shall be the continuing or surviving Person;

     (b) the Borrower and its Subsidiaries may make Permitted Investments;

     (c) any Subsidiary of the Borrower may sell its assets to the Borrower or another wholly-owned Subsidiary of the Borrower; provided that no Guarantor shall be permitted to sell its assets under this clause (c) to any Person that is not a Loan Party;

     (d) sales of assets by the Loan Parties and their Subsidiaries (other than capital stock or other equity interests in any Loan Party or any Subsidiary of any Loan Party) not to exceed $4,000,000 in the aggregate in any fiscal year;

     (e) Permitted Acquisitions;

     (f) the Borrower and its Subsidiaries may enter into new contracts with third parties to lease or otherwise finance such third parties’ purchase of ATM Equipment having an aggregate fair market value not in excess of the sum of $1,000,000 in each fiscal year (which amount shall not include any renewals of existing lease or financing contracts);

     (g) sale or disposition of assets occurring as the result of a casualty event, condemnation or expropriation;

     (h) sale or disposition of chattel paper to third parties pursuant to arms-length transactions for fair value in the ordinary course of business;

     (i) the Borrower may contribute all or any part of the capital stock of Bidco to any Foreign Subholdco, and the Borrower or any Foreign Subholdco may contribute all or any part of the capital stock of Bidco to one or more wholly-owned Foreign Subsidiaries of the Borrower, and any such Foreign Subsidiary may contribute all or any part of such capital stock to any other wholly-owned Foreign Subsidiary, provided that, in each case, (i) the Borrower shall have pledged to the Agent, for the ratable benefit of the Lenders, 66% of the Voting Equity Interests and 100% of the non-voting Equity Interests of one or more (but not more than two) Foreign Subsidiaries (the “Pledged Foreign Subsidiaries”) that directly or indirectly own 100% of the Equity Interests of all other Foreign Subsidiaries of the Borrower, in each case pursuant to documentation in form and substance reasonably satisfactory to the Arrangers, (ii) the organizational documents for each Foreign Pledged Subsidiary shall be in form and substance reasonably satisfactory to the Arrangers, (iii) the Arrangers shall have received evidence reasonably satisfactory to them that such pledge constitutes a first priority perfected pledge and security interest, and (iv) the Arrangers shall have received such other instruments, documents, agreements, approvals, consents, certificates and opinions, and evidence of such other actions, as the Arrangers may reasonably request in connection with the formation of such Persons, the transfer of such Equity Interests, such pledge and all matters related thereto as the Arrangers shall have reasonably requested;

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     (j) the Borrower or any Foreign Subholdco may contribute all or any part of the UK Acquisition Debt to one or more wholly-owned Foreign Subsidiaries of the Borrower, and any such Foreign Subsidiary may contribute all or any part of the UK Acquisition Debt to any other Foreign Subsidiary, in each case free and clear of any Lien under the Security Documents, provided that in each case the Foreign Subsidiary to which such contribution is made shall at all times be a direct or indirect wholly-owned Subsidiary of the Borrower; and

     (k) any Subsidiary of the Borrower or the Borrower may merge or consolidate with another Person other than the Borrower or another Subsidiary of the Borrower if (i) the Borrower or such Subsidiary involved in the merger or consolidation is the surviving Person or the Person who is the survivor becomes a wholly-owned Subsidiary of the Borrower as a result thereof (which shall be a Domestic Subsidiary if such Person merged or consolidated with a Domestic Subsidiary), (ii) such wholly-owned Subsidiary of the Borrower has been acquired or created in compliance with Section 7.09 and (iii) the Total Consideration associated with such transaction would result in such transaction being considered a Permitted Acquisition pursuant to the terms of Section 5.04(b)(iii)(B) if such Total Consideration were funded with an Acquisition Advance.

     Upon the request and at the expense of the Borrower in connection with any sale, transfer or other disposition of property or assets permitted hereunder or under any other Loan Document, and so long as no Default or Event of Default has occurred and is continuing, the Agent shall upon request execute and deliver, or shall cause the secured party, mortgage, trustee or other appropriate Person to execute and deliver, to the Borrower duly executed releases or partial releases, as applicable, of any Lien pursuant to any Loan Document which it may have in such property or assets, in form and substance reasonably satisfactory to the Agent, the secured party, mortgage, trustee or other appropriate Person, as the case may be, and the Borrower. Anything contained herein to the contrary notwithstanding, (1) the UK Acquisition Debt shall not be transferred to or held by any Person other than the Borrower or as specified in Section 8.02(j) above, and (2) except as otherwise expressly permitted by Section 8.02(i), the Borrower shall not, and shall not permit any of its Subsidiaries to, sell, transfer, encumber or otherwise dispose of any capital stock or other equity interests in Bidco, the Company or any other Foreign Subsidiary.

     SECTION 8.03 Indebtedness. None of the Loan Parties will create, incur, assume or permit to exist any Indebtedness, or permit any of their respective Subsidiaries to do so, except:

     (a) the Obligations existing hereunder;

     (b) Indebtedness of the Borrower or any of its Subsidiaries to a Person other than the Borrower of a Subsidiary of the Borrower which is expressly and validly subordinated to the Obligations pursuant to terms and conditions, and in amounts, which are satisfactory to the Requisite Lenders;

     (c) Capitalized Lease Obligations and purchase money financing not to exceed $10,000,000 in the aggregate outstanding at any time;

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     (d) Indebtedness relating to loans or advances permitted under Section 8.05;

     (e) Indebtedness that constitutes a renewal, refinancing or extension of any Indebtedness referred to in this Section 8.03(a), (c), (f), (g), (h) and (i); provided that (i) no Lien existing at the time of such renewal reflecting an extension shall be extended to cover any property not already subject to such Lien and (ii) the principal amount of any Indebtedness renewed, refinanced or extended shall not exceed the amount of such Indebtedness outstanding immediately prior to such renewal, refinancing or extension;

     (f) Indebtedness associated with guarantees or other agreements to assist third parties in their purchase of new ATM Equipment, in an aggregate principal amount not to exceed the sum of (i) $1,000,000 in each fiscal year, plus (ii) obligations in an aggregate amount not to exceed $1,000,000 at any one time outstanding in respect of the Popular Leasing Preferred Vendor Agreement between Popular Leasing, USA, Inc. and the Partnership dated April 30, 1999, as the same is amended, modified or supplemented from time to time, provided that the security for such obligations shall be limited to the equipment financed under such agreement;

     (g) Indebtedness of any future Subsidiary of the Borrower (which Subsidiary of the Borrower is acquired by the Borrower or a Subsidiary of the Borrower in an Acquisition) which Indebtedness is in existence (but not incurred or created in connection with, or in anticipation of, such Acquisition) on the date which such Subsidiary is acquired by the Borrower or a Subsidiary, provided that, (i) neither the Borrower nor any other Subsidiary (other than the acquired Subsidiary) has any obligation with respect to such Indebtedness, (ii) none of the properties of the Borrower or any of its other Subsidiaries (other than the acquired Subsidiary) is bound with respect to such Indebtedness and (iii) the aggregate amount of all such Subsidiary Indebtedness does not exceed $1,000,000 in the aggregate outstanding at any time;

     (h) Indebtedness secured by Liens upon any property hereafter acquired by the Borrower or any Subsidiary in an Acquisition to secure Indebtedness in existence on the date of such Acquisition (but not incurred or created in connection with, or in anticipation of, such Acquisition), which Indebtedness is assumed by such acquiring Person simultaneously with such Acquisition, which Liens extend only to such property so acquired and with respect to which Indebtedness neither the Borrower nor any of its Subsidiaries (other than the acquiring Person) has any obligation, and the aggregate amount of all such Indebtedness does not exceed $500,000 in the aggregate outstanding at any time;

     (i) Indebtedness under the Second Lien Credit Agreement in an aggregate principal amount not to exceed $75,000,000 (plus any additional indebtedness thereunder incurred in connection with the syndication thereof) or in respect of the Permanent Securities in an aggregate principal amount not to exceed $150,000,000, in either case less principal amounts paid thereunder from time to time (other than principal of the Second Lien Credit Agreement prepaid with the proceeds of the Permanent Securities);

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     (j) the UK Acquisition Debt as in existence on the Execution Date and as amended from time to time thereafter as provided in the definition of “UK Acquisition Debt” or otherwise with the consent of the Requisite Lenders, provided that (i) Bidco is the sole obligor on such UK Acquisition Debt, and (ii) such UK Acquisition Debt is unsecured;

     (k) Indebtedness owed to the Borrower or any Subsidiary of the Borrower and arising from an Investment permitted by Section 8.05(c) (subject to the proviso to Section 8.05);

     (l) Indebtedness of the Company in the form of a customary overdraft facility in an aggregate amount outstanding not to exceed £2,000,000 at any time; and

     (m) other Indebtedness not to exceed $2,000,000 in the aggregate outstanding at any time.

     SECTION 8.04 Liens. The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any Lien upon or with respect to any of its property or assets of any kind whether now owned or hereafter acquired (nor will it covenant with any other Person not to grant such a lien to the Agent), except in connection with the following which are permitted liens (“Permitted Liens”):

     (a) Liens existing on the Execution Date and listed on Schedule 8.04(a);

     (b) Liens for taxes or assessments or other governmental charges or levies, either not yet due and payable or being contested in good faith and by appropriate actions for which adequate reserves have been established;

     (c) Liens imposed by operation of law or in the ordinary course of business including, without limitation, landlord Liens for rent not yet due and payable, and Liens for materialmen, mechanics, warehousemen, carriers, employees, workmen, repairmen, current wages or accounts payable not yet delinquent and arising in the ordinary course of business or being contested in good faith by appropriate proceedings and subject to maintenance of adequate reserves;

     (d) easements, rights-of-way, restrictions and other similar Liens or imperfections to title which do not materially interfere with the occupation, use, and enjoyment by a Loan Party of the property or asset encumbered thereby or materially impair the value of the property or asset subject thereto and none of which are violated by existing or proposed improvements or land use of such property or asset;

     (e) Liens arising under worker’s compensation laws, unemployment insurance laws or similar legislation;

     (f) Liens securing the Obligations in favor of the Agent for the benefit of the Lenders and the other holders of the Obligations pursuant to the Loan Documents;

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     (g) Liens securing Indebtedness permitted by Section 8.03(c), (e), (f)(ii), (g), (h), (l) or (m);

     (h) Liens of any judgments or orders not constituting an Event of Default;

     (i) any right of set off relating to any Indebtedness or Investment that is not prohibited by this Agreement;

     (j) Liens on the Escrow Account and on amounts on deposit therein as security for the payment of the Seller Notes;

     (k) any renewal, extension or replacement of any Lien referred to in subparagraph (a) above; provided, that no Lien arising or existing as a result of such extension, renewal or replacement shall be extended to cover any property not theretofore subject to the Lien being extended, renewed or replaced and provided that the principal amount of the Indebtedness secured thereby shall not exceed the principal amount of the Indebtedness so secured at the time of such extension, renewal or replacement;

     (l) Liens created under the Second Lien Loan Documents securing obligations under the Second Lien Loan Documents, in all cases subject to the provisions of the Intercreditor Agreement; and

     (m) Liens on cash securing obligations of the Company to providers of vault services with respect to such cash.

       SECTION 8.05 Investments. None of the Loan Parties or their Subsidiaries will, directly or indirectly, make or own any Investment in any Person, or permit any of its Subsidiaries to do so, except:

     (a) any Loan Party and any Subsidiary of any Loan Party may make and own Permitted Investments;

     (b) any Loan Party and any Subsidiary of any Loan Party may continue to own Investments owned by such Person on the Execution Date as set forth on Schedule 8.05(b);

     (c) Investments consisting of loans by any Loan Party or any Subsidiary of any Loan Party to the Borrower or any wholly-owned Subsidiary of the Borrower, in each case in the ordinary course of business;

     (d) Investments arising out of loans and advances for expenses, travel per diem and similar items in the ordinary course of business to officers, directors, and employees not to exceed $200,000 in the aggregate outstanding at any time;

     (e) Permitted Acquisitions;

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     (f) Investments consisting of equity contributions by the Borrower and its Subsidiaries to their respective Subsidiaries, provided that such Subsidiaries are wholly-owned Subsidiaries of the Borrower;

     (g) any non-cash loans by the Borrower, in an aggregate amount which does not exceed $4,500,000 outstanding at any time, to officers and directors of any Loan Party, provided that all of the proceeds of such loans are used solely to purchase common stock of Borrower pursuant to the exercise by such Person of stock options or restricted stock granted by Borrower to such Person;

     (h) shares of stock, obligations or other securities received in settlement of claims arising in the ordinary course of business;

     (i) Investments in Persons that are not wholly-owned Subsidiaries of the Borrower which comprise contributions or loans to joint ventures or partnerships between the Borrower and third Persons in an aggregate amount not to exceed $5,000,000;

     (j) other Investments which, in the aggregate, do not exceed $2,000,000;

provided that, anything contained herein to the contrary notwithstanding, the aggregate amount of Investments made on or after the Execution Date by the Loan Parties in or to Subsidiaries of the Borrower that are not Loan Parties shall not exceed $25,000,000 outstanding at any time, other than any Investment made by the Borrower in Bidco on the Effective Date in an aggregate amount equal to £51,613,585, any Investment made by any Foreign Subsidiary of the Borrower in any other Foreign Subsidiary of the Borrower on the Effective Date and Investments made pursuant to Section 8.05(i).

     SECTION 8.06 Guaranties. None of the Loan Parties will, directly or indirectly, guarantee the Indebtedness of any Person, or permit any of its Subsidiaries to do so, except:

     (a) endorsements of instruments for deposit or collection in the ordinary course of business;

     (b) guaranties of the Obligations in favor of the Agent, the Lenders or the other holders of the Obligations evidenced by a Loan Document;

     (c) guaranties by the Partnership of any obligations of the Borrower or any other Subsidiary of Indebtedness permitted hereby incurred in the ordinary course of business and not otherwise prohibited hereby; and

     (d) guaranties of obligations of the Borrower under the Second Lien Credit Loan Documents.

     SECTION 8.07 Restricted Payments. The Borrower will not (a) pay any dividends or make any other distributions, direct or indirect, on account of any shares of any class of stock of the Borrower now or hereafter outstanding, except as follows, provided that there is not then in existence any Default or Event of Default and neither would result therefrom, the Borrower may pay dividends payable solely in shares of stock or warrants, rights or options

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to acquire shares of stock of the Borrower; or (b) redeem, retire, purchase or make any other acquisition, direct or indirect, of any shares of any class of stock of the Borrower and/or of any warrants, rights or options to acquire any such shares, now or hereafter outstanding, except as follows, provided that there is not then in existence any Default or Event of Default and neither would result therefrom (i) the Borrower may do any of the foregoing to the extent that the consideration therefor consists solely of shares of stock (including warrants, rights or options relating thereto) of the Borrower and (ii) payments by any Loan Party to be used to repurchase, redeem, acquire or retire for value any capital stock of the Borrower pursuant to any stockholders’ agreement, management equity subscription plan or agreement, stock option plan or agreement or other employee benefit plan or agreement or of any officer, director or employee upon his death, termination or resignation; provided that the aggregate price paid, and not reimbursed, for all such repurchased, redeemed, acquired or retired capital stock pursuant to this clause (ii) shall not exceed during any one fiscal year of the Borrower $2,000,000.

     SECTION 8.08 Change in Accounting. The Borrower will not change its method of accounting except for (a) immaterial changes permitted by GAAP in which the Borrower’s auditors concur or (b) changes required by GAAP; provided that the Borrower and the Agent shall negotiate in good faith, to renegotiate any affected provision of this Agreement to reflect any such change. The Borrower shall notify the Agent and the Lenders in writing promptly upon any material change to the extent same is not disclosed in the financial statements required under Section 7.01 hereof.

     SECTION 8.09 Prepayment of Other Indebtedness and Seller Notes. The Borrower (a) will not make any voluntary prepayments or defeasements of principal or interest on any other Indebtedness of the Borrower (including any redemptions prior to scheduled maturity whether voluntary or obligatory), except for (i) permanent reduction of Indebtedness (other than Indebtedness under the Second Lien Loan Documents and Permanent Securities) and (ii) prepayments of the loans under the Second Lien Credit Agreement in full with the proceeds of the Permanent Securities, (b) will not amend any term (including interest, payment or subordination terms) of the Permanent Securities without the prior written consent of the Requisite Lenders, (c) will not amend any material term (including interest, payment or subordination terms) of any other Indebtedness in excess of $5,000,000 (other than Indebtedness under the Second Lien Loan Documents) without the prior written consent of the Requisite Lenders except (A) such amendments which do not make any material term less favorable to the Borrower or the Lenders and (B) amendments to Indebtedness permitted pursuant to Section 8.03 hereof so long as such Indebtedness would continue to be permitted pursuant to Section 8.03 hereof after giving effect to such amendment, and (d) will not make, or permit any of its Subsidiaries to make, any payments under any Seller Note except with the amounts that have been deposited on the Execution Date in the Escrow Account.

     SECTION 8.10 Transactions with Affiliates. Other than (a) those arrangements disclosed to and approved by the Agent in writing which are to be created on or before the Effective Date or (b) payment of reasonable and customary salaries and benefits in the ordinary course of business, the Loan Parties will not directly or indirectly, engage in any transaction with any Affiliate or permit any of their respective Subsidiaries to do so, including the purchase, sale or exchange of assets or the rendering of any service, except transactions in the ordinary course of business or pursuant to the reasonable requirements of its business and, in each case, upon

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terms that are no less favorable than those which might be obtained in an arm’s-length transaction at the time from non-Affiliates.

     SECTION 8.11 Material Contracts and Seller Notes. The Borrower will not, and will not permit any of its Subsidiaries to, will amend, cancel or breach any of the Material Contracts except such amendments, cancellations or breaches as would not reasonably be expected to cause a Material Adverse Effect. The Borrower shall not, and shall not permit any of its Subsidiaries to, amend or modify any of the Seller Notes.

     SECTION 8.12 Financial Ratios.

     (a) Total Leverage Ratio. The Borrower will not permit at any time the ratio of (i) Total Debt of the Borrower and its Subsidiaries on a consolidated basis at such time to (ii) Acquisition EBITDA of the Borrower and its Subsidiaries on a consolidated basis (such ratio being the “Total Leverage Ratio”), to be greater than the ratio set forth below for each corresponding period set forth below:

Four (4) Quarter Period Ending:	Ratio:
June 30, 2005		5.00:1.00
September 30, 2005		5.00:1.00
December 31, 2005		5.00:1.00
March 31, 2006		4.75:1.00
June 30, 2006		4.75:1.00
September 30, 2006		4.75:1.00
December 31, 2006		4.50:1.00
March 31, 2007		4.50:1.00
June 30, 2007		4.25:1.00
September 30, 2007		4.25:1.00
December 31, 2007		3.75:1.00
March 31, 2008		3.75:1.00
June 30, 2008		3.75:1.00
September 30, 2008		3.75:1.00
December 31, 2008 and each fiscal quarter-end thereafter		3.75:1.00

     (b) Senior Leverage Ratio. The Borrower will not permit at any time the Senior Leverage Ratio to be greater than the ratio set forth below for each corresponding period set forth below:

Four (4) Quarter Period Ending:	Ratio:
June 30, 2005		3.50:1.00
September 30, 2005		3.50:1.00
December 31, 2005		3.50:1.00
March 31, 2006		3.50:1.00
June 30, 2006		3.50:1.00

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Four (4) Quarter Period Ending:	Ratio:
September 30, 2006		3.50:1.00
December 31, 2006		3.25:1.00
March 31, 2007		3.25:1.00
June 30, 2007		3.00:1.00
September 30, 2007		3.00:1.00
December 31, 2007		2.75:1.00
March 31, 2008		2.75:1.00
June 30, 2008 and each fiscal quarter -end thereafter	2.75:1.00

provided, however, that upon the issuance of Permanent Securities consisting of senior subordinated unsecured debt securities, the table set forth above shall be replaced, to the extent applicable, by the following table:

Four (4) Quarter Period Ending:	Ratio:
June 30, 2005		2.75:1.00
September 30, 2005		2.75:1.00
December 31, 2005		2.75:1.00
March 31, 2006		2.75:1.00
June 30, 2006		2.50:1.00
September 30, 2006		2.50:1.00
December 31, 2006		2.50:1.00
March 31, 2007		2.50:1.00
June 30, 2007 and each fiscal quarter-end thereafter		2.25:1.00

     (c) Fixed Charge Coverage Ratio. The Borrower will not permit at any time the Fixed Charge Coverage Ratio to be less than the ratio set forth below for each corresponding period set forth below:

Four (4) Quarter Period Ending:	Ratio:
June 30, 2005		1.25:1.00
September 30, 2005		1.25:1.00
December 31, 2005		1.25:1.00
March 31, 2006		1.25:1.00
June 30, 2006		1.25:1.00
September 30, 2006		1.25:1.00
December 31, 2006		1.25:1.00
March 31, 2007		1.25:1.00
June 30, 2007		1.25:1.00
September 30, 2007		1.25:1.00
December 31, 2007		1.20:1.00
March 31, 2008		1.20:1.00
June 30, 2008		1.20:1.00
September 30, 2008		1.20:1.00
December 31, 2008		1.20:1.00

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Four (4) Quarter Period Ending:	Ratio:
March 31, 2009		1.20:1.00
June 30, 2009		1.20:1.00
September 30, 2009		1.20:1.00
December 31, 2009		1.20:1.00
March 31, 2010		1.15:1.00
June 30, 2010		1.10:1.00

     SECTION 8.13 Capital Expenditures. (a) Except as permitted in subclause (b) below, the Loan Parties will not permit any Capital Expenditures (other than Permitted Acquisitions) to be, in the aggregate, in excess of the amounts set forth below during any Test Period ending on any date set forth below (“Scheduled Capital Expenditures”):

Test Period Ending:	Amounts:
June 30, 2005	$	31,776,000
September 30, 2005	$	34,689,854
December 31, 2005	$	36,083,512
March 31, 2006	$	38,327,441
June 30, 2006	$	41,231,079
September 30, 2006	$	38,204,379
December 31, 2006	$	37,908,347
March 31, 2007	$	37,908,347
June 30, 2007	$	37,908,347
September 30, 2007	$	37,908,347
December 31, 2007	$	25,485,475
March 31, 2008	$	25,485,475
June 30, 2008	$	25,485,475
September 30, 2008	$	25,485,475
December 31, 2008	$	25,485,475
March 31, 2009	$	25,485,475
June 30, 2009	$	25,485,475
September 30, 2009	$	25,485,475
December 31, 2009	$	25,485,475
March 31, 2010	$	25,485,475
June 30, 2010	$	25,485,475

     (b) Beginning with the Test Period ending September 30, 2005, to the extent any amount of Scheduled Capital Expenditures is not used during any prior Test Period, fifty percent (50%) of such unexpended amount may be carried forward and expended during the next Test Period (but not any other Test Period); provided, however, that in each such circumstance where an unexpended amount has been carried forward to the next Test Period, for the purpose of determining what amount of Scheduled Capital Expenditures are not used during such new Test Period (and therefore are available for the 50% carry forward to the subsequent Test Period) the Capital Expenditures (other than Permitted Acquisitions) actually made during such new twelve month period shall

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be deemed to first apply to the amount of Scheduled Capital Expenditures for such Test Period and then to the carry forward amount.

     SECTION 8.14 Fiscal Year. The Loan Parties will not change, or permit any of their respective Subsidiaries to change, their respective fiscal year ends.

     SECTION 8.15 Sale/Leaseback Transactions. The Loan Parties will not enter, and will not permit any Subsidiary to enter, into any arrangement with any Person or to which such Person is a party providing for the leasing by the Loan Parties of real or personal property which has been or is to be sold or transferred by the Loan Parties to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Loan Parties.

     SECTION 8.16 Assets and Business Operations. Other than the Company and the Partnership and any Subsidiary of the Partnership acquired or created after the Effective Date in compliance with Section 7.09 (including, without limitation, pursuant to a Permitted Acquisition), no Loan Party shall own any material assets (other than (a) the Voting Equity Interests of the General Partner, the Limited Partner and Bidco owned by the Borrower, (b) the Voting Equity Interests of the Partnership owned by the General Partner and the Limited Partner, and (c) the Voting Equity Interests in any Foreign Subsidiary owned by the Borrower or any other Foreign Subsidiary) or conduct any material business operations. Bidco shall not carry on any business, own any assets or incur any liabilities, except for (i) the provision of administrative services (except treasury services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (ii) ownership of shares in the Company, and (iii) liabilities for professional fees and administration costs in the ordinary course of business as a holding company. The Borrower shall not permit any Foreign Subholdco to carry on any business, own any assets or incur any liabilities, except for the ownership of all of the Equity Interests in any of its Foreign Subsidiaries.

     SECTION 8.17 Modification of Second Lien Loan Documents. The Loan Parties shall not amend, supplement or otherwise modify in any manner any of the terms or provisions contained in, or applicable to, any Second Lien Loan Documents, unless (a) a fee of no more than 50 basis points is payable to the lenders under the Second Lien Loan Documents, (b) such amendment, supplement or modification is permitted by the Intercreditor Agreement, and (c) the sole purpose of any such amendment, supplement or other modification is one or more of the following: (i) to extend the date or reduce the amount of any required repayment, prepayment or redemption of the principal of the loans under the Second Lien Loan Documents, (ii) to reduce the rate or extend the date for payment of the interest, premium (if any) or fees payable on the Second Lien Loan Documents or (iii) to make the covenants, events of default or remedies in the Second Lien Loan Documents less restrictive on the Borrower, provided that this Section 8.17 shall not apply to any amendments, supplements or modifications that are required by the terms of the Second Lien Loan Documents.

ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES

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     SECTION 9.01 Events of Default. The following events shall constitute Events of Default (“Events of Default”) hereunder:

     (a) any installment of principal due hereunder or on any Note shall not be paid on the date on which such payment is due, or any payment of interest due hereunder or on any Note or any payment of any Fee or any other amount due hereunder shall not be paid within three (3) days after the date such payment is due; or

     (b) any representation or warranty made or, for purposes of Article VI, deemed made by the Borrower or any Loan Party herein or in any of the Loan Documents or other document, certificate or financial statement delivered in connection with this Agreement or any other Loan Document shall prove to have been incorrect in any material respect when made or deemed made or reaffirmed, as the case may be; or

     (c) the Borrower shall fail to perform or observe any duty or covenant contained in Article VIII (other than those described in, but not permitted by Section 8.04(b), (c) or (e)) or in Section 7.01(e) or Section 7.03(a) or Section 7.09 hereof; or

     (d) the Borrower or any Loan Party shall fail to perform or observe any duty or covenant contained in this Agreement or any Loan Document other than those referenced in Section 9.01(a), (b), or (c) and such failure is not remedied within the earlier of (i) forty-five (45) days or (ii) twenty (20) days after the earlier of (x) notice of such failure by the Agent to the Borrower or (xx) after a Responsible Officer of the Borrower or any Subsidiary has actual knowledge thereof; or

     (e) the Borrower or any Subsidiary of the Borrower shall (i) fail to make (whether as primary obligor or as guarantor or other surety) any principal payment of or interest or premium, if any, on (A) Indebtedness under the Second Lien Loan Documents or (B) any other Indebtedness in the aggregate in excess of $5,000,000 allowed hereunder (other than the Notes) and in each case such failure remains outstanding beyond any period of grace provided with respect thereto or (ii) fail to duly observe, perform or comply with any agreement with any Person, or any term or condition of (A) Indebtedness under the Second Lien Credit Agreement or (B) any other Indebtedness in excess of $5,000,000 beyond any period of grace provided with respect thereto, in each case if such failure causes (unless such failure has been waived by the holder(s) of such Indebtedness), or permits the holder(s) to cause, such obligations to become due prior to any stated maturity; or

     (f) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in (or, with respect to any UK Subsidiary of the Borrower, the presentation of an application shall be made with) a court of competent jurisdiction seeking (i) relief in respect of the Borrower or any Subsidiary of the Borrower or of a substantial part of the property or assets of the Borrower or any Loan Party, under Title 11 of the United States Code, as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”), or any other federal or state bankruptcy, insolvency, receivership or similar law (foreign or domestic), (ii) the appointment of a receiver, trustee, custodian, sequestrator,

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conservator or similar official (or, with respect to any UK Subsidiary of the Borrower, an administration order) for the Borrower or any or any Subsidiary of the Borrower or for a substantial part of the property or assets of the Borrower or any Subsidiary of the Borrower or (iii) a petition or application for the winding-up or liquidation of the Borrower or any Subsidiary of the Borrower; and such proceeding or petition shall continue undismissed for sixty (60) days (or 14 days in the case of a winding up petition in respect of a company incorporated in England and Wales or Scotland) or an order or decree approving or ordering any of the foregoing shall be entered; or

     (g) the Borrower or any Subsidiary of the Borrower shall (i) voluntarily commence any proceeding or file any petition seeking relief under the Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (f) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian sequestrator, conservator or similar official for the Borrower or any Subsidiary of the Borrower or for a substantial part of the property or assets of the Borrower or any Subsidiary of the Borrower, (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, (vi) admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing; or

     (h) a judgment or order, which with other outstanding judgments and orders against the Borrower and its Subsidiaries, equals or exceeds $2,000,000 in the aggregate (to the extent not covered by insurance as to which the respective insurer has acknowledged coverage), shall be entered against the Borrower or any Subsidiary of the Borrower and (i) within thirty (30) days after entry thereof such judgment shall not have been paid or discharged or execution thereof stayed pending appeal or, prior to the expiration of any such stay, such judgment shall not have been paid or discharged or (ii) any enforcement proceeding shall have been commenced (and not stayed) by any creditor or upon such judgment; or

     (i) if (A) (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Borrower or any Subsidiary or any ERISA Affiliate that a Plan may become subject to any such proceedings, (iii) any Plan shall have any Unfunded Current Liability, (iv) the Borrower or any Subsidiary or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Borrower or any Subsidiary or any ERISA Affiliate withdraws from any Multiemployer Plan, (vi) the Borrower or any Subsidiary or any ERISA Affiliate fails to make any contribution due, or payment to or with respect to, any employee benefit plan, or (vii) the Borrower or any Subsidiary or any ERISA Affiliate establishes or amends any employee

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welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Borrower or any Subsidiary or any ERISA Affiliate thereunder, and (B) any such event or events described in clauses (i) through (vii) above, either individually or together with any other such event or events, would reasonably be expected to have a Material Adverse Effect; or

     (j) after the Effective Date, the occurrence of any Change of Control; or

     (k) after the Effective Date, the occurrence of any event of default under any Security Document; or

     (l) the Obligations shall cease, except as permitted hereby, being secured by substantially all of the assets of the Loan Parties; or

     (m) any Guarantor shall revoke or attempt to revoke its Guaranty under Article XI, or shall be in default of or repudiate its obligations thereunder; or

     (n) the occurrence of any “Event of Default” (as defined in the Second Lien Credit Agreement) under the Second Lien Credit Agreement.

     SECTION 9.02 Primary Remedies. In the event of any Event of Default, and at any time after the occurrence of any Event of Default, the Agent shall, if requested by the Requisite Lenders, by written notice to the Borrower (a “Notice of Default”) take any or all of the following actions (without prejudice to the rights of any Lender to enforce any other rights it may have against the Borrower, provided that, if an Event of Default specified in Section 9.01(f) or Section 9.01(g) shall occur, the following shall occur automatically without the giving of any Notice of Default): (a) declare the Total Revolving Credit Commitment terminated whereupon the Total Revolving Credit Commitment shall forthwith terminate immediately and any Revolving Credit Commitment Fee shall forthwith become due and payable without any other notice of any kind; (b) declare the principal of and any accrued and unpaid interest in respect of all Advances, and all obligations owing hereunder, to be, whereupon the same shall become, forthwith due and payable without presentment, demand, notice of demand or of dishonor and non-payment, protest, notice of protest, notice of intent to accelerate, declaration or notice of acceleration or any other notice of any kind, all of which are hereby waived by the Borrower; and (c) exercise any rights or remedies under any of the Loan Documents.

     SECTION 9.03 Other Remedies. Upon the occurrence and during the continuance of any Event of Default, the Agent may proceed to protect and enforce its and the Lenders’ rights, either by suit in equity or by action at law or both, whether for the specific performance of any covenant or agreement contained in this Agreement or in any other Loan Document or in aid of the exercise of any power granted in this Agreement or in any other Loan Document; or may proceed to enforce the payment of all amounts owing to the Lenders under the Loan Documents and any accrued and unpaid interest thereon in the manner set forth herein or therein; it being intended that no remedy conferred herein or in any of the other Loan Documents is to be exclusive of any other remedy, and each and every remedy contained herein or in any other Loan Document shall be cumulative and shall be in addition to every other

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remedy given hereunder and under the other Loan Documents or now or hereafter existing at law or in equity or by statute or otherwise.

     SECTION 9.04 Application of Proceeds. After the occurrence and during the continuance of any Default or Event of Default, all proceeds of the Collateral received by Agent shall be forthwith paid over, in the funds and currency received, and applied in such order as follows: first, to Fees and Agent’s expenses reimbursable hereunder; second, to interest on the Loans, ratably in proportion to the interest accrued as to each Loan; third, to principal payments on the Loans, to provide cash collateral for Letter of Credit Obligations, and to other Obligations not described in the foregoing clauses of this sentence, ratably to the aggregate, combined principal balance of the Loans, outstanding Letter of Credit Obligations and outstanding amount of such other Obligations; and fourth, to the payment of any surplus then remaining to the Borrower, unless otherwise provided by law or directed by a court of competent jurisdiction.

ARTICLE X
THE AGENT

     SECTION 10.01 Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Agent to act on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to or required of the Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Agent may perform any of its duties hereunder by or through its agents and employees. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender; and nothing in this Agreement or any other Loan Document, expressed or implied, is intended to, or shall be so construed as to, impose upon the Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. As to any matters not expressly provided for by this Agreement, the Notes or the other Loan Documents (including enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders, and such instructions shall be binding upon the Lenders and all holders of Notes and the Obligations; provided, that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or applicable law.

     SECTION 10.02 Agent’s Reliance.

     (a) Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Requisite Lenders or (ii) in the absence of its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and

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employees shall have no liability for actions and omissions under this Section 10.02 resulting from their sole ordinary or contributory negligence).

     (b) Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of each Note and the Obligations as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement, any Note or any other Loan Document; (iv) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any Note or any other Loan Document or to inspect the property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, collectibility, genuineness, sufficiency or value of this Agreement any Note, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender for the perfection or priority of any Lien securing the Obligations; and (vii) shall incur no liability under or in respect of this Agreement, any Note or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopier, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

     SECTION 10.03 Agent and Affiliates. Without limiting the right of any other Lender to engage in any business transactions with the Borrower or any of its Affiliates, with respect to their commitments, the Loans made by them and the Notes issued by them, the Agent and each other Lender who may become the Agent shall have the same rights and powers under this Agreement and its Notes as any other Lender and may exercise the same as though it was not the Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include BNP Paribas and any such other Lender, in their individual capacities. BNP Paribas, each other Person who becomes the Agent and their respective Affiliates may be engaged in, or may hereafter engage in, one or more loans, letters of credit, leasings or other financing activity not the subject of this Agreement (collectively, the “Other Financings”) with the Borrower or any of its Affiliates, or may act as trustee on behalf of or depository for, or otherwise engage in business transactions with the Borrower or any of its Affiliates (all Other Financings and other such business transactions being collectively, the “Other Activities”) with no responsibility to account therefor to the Lenders. Without limiting the rights and remedies of the Lenders specifically set forth herein, no other Lender by virtue of being a Lender hereunder shall have any interest in (a) any Other Activities, (b) any present or future guaranty by or for the account of the Borrower not contemplated or included herein, (c) any present or future offset exercised by the Agent in respect of any such Other Activities, (d) any present or future property taken as security for any such Other Activities or (e) any property now or hereafter in the possession or control of the Agent which may be or become security for the obligations of the Borrower hereunder and under the Notes by reason of the general description of indebtedness secured, or

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of property contained in any other agreements, documents or documents related to such Other Activities; provided, however, that if any payment in respect of such guaranties or such property or the proceeds thereof shall be applied to reduction of the Obligations evidenced hereunder and by the Note, then each Lender shall be entitled to share in such application according to its pro rata portion of such Obligations.

     SECTION 10.04 Lender Credit Decision. Each Lender acknowledges and agrees that it has, independently and without reliance upon the Agent or any other Lender and based on the financial statements referred to in Section 7.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges and agrees that it will, and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents.

     SECTION 10.05 Agent’s Indemnity.

     (a) The Agent shall not be required, insofar as the Lenders are concerned, to take any action hereunder or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document unless indemnified to the Agent’s satisfaction by the Lenders against loss, cost, liability and expense. If any indemnity furnished to the Agent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower), ratably according to the respective aggregate principal amounts of the Notes then held by each of them (or if no Notes are at the time outstanding, ratably according to the respective amounts of the Total Commitment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whosoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent (in such capacity) under this Agreement, the Notes and the other Loan Documents. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, the Notes and the other Loan Documents to the extent that the Agent is not reimbursed for such expenses by the Borrower. The provisions of this Section 10.05(a) shall survive the termination of this Agreement, the payment of the Obligations and/or the assignment of any of the Notes.

     (b) Notwithstanding the foregoing, no Lender shall be liable under this Section 10.05(b) to the Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements due to the Agent resulting from the Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment made by a court of competent jurisdiction. Each Lender agrees, however, that it expressly intends, under this Section 10.05(b) to indemnify the Agent ratably as aforesaid for all such liabilities, obligations, losses,

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damages, penalties, actions, judgments, suits, costs, expenses and disbursements arising out of or resulting from the Agent’s sole ordinary or contributory negligence.

     SECTION 10.06 Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed as Agent under this Agreement, the Notes and the other Loan Documents at any time with or without cause by the Requisite Lenders. Upon any such resignation or removal the Requisite Lenders shall have the right to appoint a successor Agent, subject to the approval of the Borrower, if no Event of Default has occurred and is continuing, (which approval will not be unreasonably withheld). If no successor Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment, within 30 calendar days after the resigning Agent’s giving of notice of resignation or the Requisite Lenders’ removal of the resigning Agent, then the resigning Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state thereof and having a combined capital and surplus of at least $200,000,000. Upon the acceptance of any appointment as Agent hereunder and under the Notes and the other Loan Documents by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, power, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations under this Agreement, the Notes and the other Loan Documents. After any resigning Agent’s resignation or removal as Agent hereunder and under the Notes and the other Loan Documents, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement, the Notes and the other Loan Documents. If for any reason there shall not be any duly appointed Agent, the Lenders shall act collectively by taking actions on the direction of the Requisite Lenders until an agent is duly appointed as Agent hereunder.

     SECTION 10.07 Notice of Default. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Agent shall have received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” If the Agent receives such notice, the Agent shall give notice thereof to the Lenders; provided, however, if such notice is received from a Lender, the Agent also shall give notice thereof to the Borrower. The Agent shall be entitled to take action or refrain from taking action with respect to such Default or Event of Default as provided in Sections 10.01 and 10.02.

     SECTION 10.08 Release of Collateral and Guarantors. The Agent shall have the authority, without further approval from the Lenders or the Requisite Lenders, to release any collateral pledged to secure the Obligations or release any Guarantor in connection with any transaction permitted by this Agreement or any other Loan Document. To effect any such release, the Agent shall, in its name or on behalf of the Lenders, as appropriate, at the expense of the Borrower return any such collateral in its possession and execute and deliver to the Borrower any releases, termination statements or other instruments reasonably desirable to evidence the foregoing.

     SECTION 10.09 Intercreditor Agreement. Each of the Lenders hereby acknowledges that it has received and reviewed the Intercreditor Agreement and agrees to be

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bound by the terms thereof. Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 12.10) hereby (i) acknowledges that BNP Paribas is acting under the Intercreditor Agreement in multiple capacities as the Agent and the collateral agent under the Intercreditor Agreement and (ii) waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against BNP Paribas any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto. Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 12.10) hereby authorizes and directs BNP Paribas to enter into the Intercreditor Agreement on behalf of such Lender and agrees that BNP Paribas, in its various capacities thereunder, may take such actions on its behalf as is contemplated by the terms of the Intercreditor Agreement.

ARTICLE XI
GUARANTY

     SECTION 11.01 Guaranty. Each Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Obligations of the Borrower and all costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees and expenses paid or incurred by the Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the Obligations from, or in prosecuting any action against, the Borrower, any Guarantor or any other guarantor of all or any part of such Obligations (such costs and expenses, together with the Obligations of the Borrower, collectively the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal.

     SECTION 11.02 Guaranty of Payment. This Guaranty is a guaranty of payment and not of collection. Each Guarantor waives any right to require the Agent, the Issuing Bank or any Lender to sue the Borrower, any Guarantor, any other guarantor, or any other person obligated for all or any part of the Guaranteed Obligations, or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

     SECTION 11.03 No Discharge or Diminishment of Guaranty.

     (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:

     (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations or any other Obligations, by operation of law or otherwise;

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     (ii) any change in the corporate existence, structure or ownership of the Borrower or any other Guarantor of or other Person liable for any of the Guaranteed Obligations or any other Obligations;

     (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations or any other Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, or any other guarantor of or other Person liable for any of the Guaranteed Obligations or any other Obligations; or

     (iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations or any other Obligations, the Agent, the Issuing Bank, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.

     (b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof.

     (c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:

     (i) the failure of the Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations or any other Obligations;

     (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations or any other Obligations;

     (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any other Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations or any other Obligations;

     (iv) any action or failure to act by the Agent, the Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations or any other Obligations; and

     (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations or any other Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a

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discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).

     SECTION 11.04 Defenses Waived. To the fullest extent permitted by applicable law, each Guarantor hereby waives any defense based on or arising out of any defense of the Borrower or any Guarantor or the unenforceability of all or any part of the Guaranteed Obligations or any other Obligations from any cause, or the cessation from any cause of the liability of the Borrower or any Guarantor, other than the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any person against the Borrower, any Guarantor, any other guarantor of any of the Guaranteed Obligations, or any other person. The Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations or any other Obligations, compromise or adjust any part of the Guaranteed Obligations or any other Obligations, make any other accommodation with the Borrower, any Guarantor, any other guarantor or any other person liable on any part of the Guaranteed Obligations or any other Obligations or exercise any other right or remedy available to it against the Borrower, any Guarantor, any other guarantor or any other Person liable on any of the Guaranteed Obligations or any other Obligations, without affecting or impairing in any way the liability of such Guarantor under this Guaranty except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower, any other guarantor or any other Person liable on any of the Guaranteed Obligations or any other Obligations, as the case may be, or any security.

     SECTION 11.05 Subordination; Subrogation.

     (a) All rights and claims of each Guarantor (collectively the “Guarantor Claims”) against the Borrower or any of the Borrower’s property now or hereafter existing shall be subordinate and subject in right of payment to the prior payment in full in cash, and the performance, of all of the Guaranteed Obligations pursuant to this Guaranty.

     (b) Upon the occurrence of a Default or an Event of Default and until the Guaranteed Obligations have been paid and performed in full and each Guarantor shall have performed all of Guarantors’ obligations hereunder, no Guarantor shall receive or collect, directly or indirectly, from the Borrower or any other party any payment upon Guarantor Claims, nor seek to realize upon any collateral securing such Guarantor Claims. Notwithstanding the foregoing, if any Guarantor should receive any such payment, such Guarantor agrees to hold same in trust for the Agent and Lenders and agrees that such Guarantor shall have absolutely no rights in or to or dominion over such payments except to pay them promptly to the Agent for the benefit of Lenders, and such Guarantor hereby covenants to do so.

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     (c) Notwithstanding anything to the contrary contained herein, no Guarantor shall have any right of subrogation in or under this Agreement, any of the Security Documents or any of the Loan Documents or to participate in any way therein, or in any right, title or interest in and to any security or right of recourse for the Guaranteed Obligations or any right to reimbursement, exoneration, contribution, indemnification or any similar rights, until the Guaranteed Obligations have been fully and finally paid in full in cash. This waiver is given to induce Lenders to make the Loans to the Borrower.

     SECTION 11.06 Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of the Borrower or otherwise, each Guarantor’s obligations under this Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether or not the Agent, the Issuing Bank and the Lenders are in possession of this Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Guarantors forthwith on demand by the Lenders.

     SECTION 11.07 Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Guarantor assumes and incurs under this Guaranty, and agrees that neither the Agent, the Issuing Bank nor any Lender shall have any duty to advise any Guarantor of information known to it regarding those circumstances or risks.

     SECTION 11.08 Termination. This Guaranty may not be terminated by any Guarantor without the consent of the Lenders. Notwithstanding the foregoing, if this Guaranty shall be terminated as to any Guarantor for any reason, such Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed to prior to such termination, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions for, all or any part of that Guaranteed Obligations.

     SECTION 11.09 Taxes. All payments of the Guaranteed Obligations will be made by each Guarantor free and clear of and without deduction for or on account of any and all present or future taxes of whatever nature imposed by any governmental authority with respect to such payments, and any and all liabilities with respect to the foregoing, but excluding franchise taxes and taxes imposed on overall net income of the Lender by the United States or the jurisdiction in which the Lender is located. If any Guarantor is required by law to deduct any taxes from or in respect of any sum payable to the Lenders under this Guaranty, (a) the sum payable must be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) the Lenders receive an amount equal to the sum it would have received had no such deductions been made, (b) the Guarantors must then make such deductions, and must pay the full amount deducted to the relevant authority in accordance with applicable law, and (c) the Guarantors must furnish to the Lender within forty-five days after their due date certified copies of all official receipts

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evidencing payment thereof, or other evidence of payments reasonably acceptable to the applicable Lender.

     SECTION 11.10 Severability and Limitation on Liability. The provisions of this Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor’s liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by the Guarantors or the Lenders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Guarantor’s “Maximum Liability.”) This Section 11.10 with respect to the Maximum Liability of each Guarantor is intended solely to preserve the rights of the Lenders to the maximum extent not subject to avoidance under applicable law, and no Guarantor nor any other person or entity shall have any right or claim under this Section 11.10 with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Guarantor without impairing this Guaranty or affecting the rights and remedies of the Lenders hereunder, provided that nothing in this sentence shall be construed to increase any Guarantor’s obligations hereunder beyond its Maximum Liability.

     SECTION 11.11 Contribution. In the event any Guarantor (a “Paying Guarantor”) shall make any payment or payments under this Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Guaranty, each other Guarantor (each a “Non-Paying Guarantor”) shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Pro Rata Share” of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this Article XI, each Non-Paying Guarantor’s “Pro Rata Share” with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the Borrower after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Guarantor, the aggregate amount of all monies received by such Guarantors from the Borrower after the date hereof (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to such Guarantor’s Maximum Liability). Each of the Guarantors covenants and agrees that its right to receive any contribution under this Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the Guaranteed Obligations. This provision is for the benefit of the Agent, the Issuing Bank, the Lenders and the Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.

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     SECTION 11.12 Lending Installations. The Guaranteed Obligations may be booked at any office, branch, subsidiary or Affiliate of Lenders. All terms of this Guaranty apply to and may be enforced by or on behalf of any office, branch, subsidiary or Affiliate of Lenders.

     SECTION 11.13 Liability Cumulative. The liability of each Loan Party as a Guarantor under this Article XI is in addition to and shall be cumulative with all liabilities of each Loan Party to the Agent, the Issuing Bank and the Lenders under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations of liabilities of the other Loan Parties, without any limitation as to amount (except as set forth in Section 11.10 hereof), unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

ARTICLE XII
MISCELLANEOUS

     SECTION 12.01 Amendments. No amendment or waiver of any provision of this Agreement, any Note or any other Loan Document, nor consent to any departure by the Borrower herefrom or therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and any Loan Party, as to amendments, and by the Requisite Lenders in all cases, and then, in any case, such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given provided, no such amendment shall be effective unless signed by (a) all of the Lenders if it attempts to: (i) change the definition of “Commitment,” “Designated Payment Date,” “Margin,” “Maturity Date” or “Requisite Lenders,”; (ii) increase the amount or alter the terms of the Commitment of any Lender or subject any Lender to additional obligations; (iii) modify this Section 12.01; (iv) waive any Default under Section 9.01(a); (v) in any manner change the amount of, or any date fixed for, any payment of principal or interest on the Notes or any Fee or the reimbursement obligations of the Borrower under any Letter of Credit; (vi) modify or waive the mandatory and voluntary prepayment requirements set forth in Section 2.06 and Section 2.07 hereof or the allocation of such prepayments to the Lenders; (vii) except as expressly permitted hereby, release any collateral pledged as security for the Obligations or release any Guarantor from its obligations under the Guaranty; or (viii) modify Section 2.09 and (b) Lenders holding more than 50% of the Total Revolving Credit Commitment and Loans thereunder if it attempts to affect any conditions to funding obligations set forth in Section 5.02 in a manner adverse to the Revolving Credit Lenders. Notwithstanding anything to the contrary in the foregoing, no consent shall be required in connection with a Senior Facilities Reallocation.

     SECTION 12.02 Notices. Except with respect to telephone notifications specifically permitted pursuant to Article II all notices, consents, requests, approvals, demands and other communications provided for herein shall be in writing (including telecopy communications) and mailed, telecopied, sent by overnight courier or delivered:

(a)	If to any Loan Party:	Cardtronics, Inc.
		3110 Hayes, Suite 300

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		Houston, Texas 77082
		Telecopy No: (281) 892-0088
		Attention: J. Chris Brewster, Chief Financial
		Officer
	with copies to:	Vinson & Elkins LLP
		1001 Fannin, Suite 2300
		Houston, Texas 77002
		Telecopy No.: (713) 615-5929
		Attention: Robert R. Rabalais, Esq.
	and to:	The CapStreet Group, LLC
		600 Travis Street, Suite 6110
		Houston, Texas 77002
		Telecopy No.: (713) 332-2701
		Attention: Frederick W. Brazelton
	and to:	TA Associates, Inc.
		High Street Tower, Suite 2500
		125 High Street
		Boston, MA 02110
		Telecopy No. (617) 574-6728
		Attention: Mike Wilson
(b)	If to the Agent:	BNP Paribas
		12201 Merit Drive, Suite 860
		Dallas, Texas 75251
		Telecopy No. (214) 969-0260
		Attention: Christopher S. Goodwin, Managing Director
	with copies to:	BNP Paribas
		180 Montgomery Street, 4th Floor
		San Francisco, California 94104
		Telecopy No. (415) 398-6811
		Attention: Susan Bowes
	and to:	Bank of America, N.A.
		700 Louisiana, 7th floor
		Houston, Texas 77002
		Attention: William Griffin
	and to:	Shearman & Sterling LLP
		599 Lexington Avenue
		New York, NY 10022

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		Telecopy No. (212) 848-7179
		Attention: Ronald M. Bayer, Esq.
(c)	If to any Lender:	To the address specified by such Lender (or the
		Agent on behalf of such Lender) to the Borrower.

or, in the case of any party hereto, such other address or telecopy number as such party may hereafter specify for such purpose by notice to the other parties.

     All communications to the Agent shall, when mailed, telecopied or delivered, be effective when mailed by certified mail, return receipt requested to such party at its address specified above, or telecopied to any party to the telecopy number set forth above, or delivered personally to such party at its address specified above; provided, that communications to the Agent pursuant to Article II shall not be effective until actually received by the Agent.

     SECTION 12.03 No Waiver, Remedies. No failure on the part of any Lender or the Agent to exercise, and no delay in exercising, any right hereunder, under any Note or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, or any abandonment or discontinuance of any steps to enforce such right, preclude any other or further exercise thereof or the exercise of any other right. No notice to or written demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. The remedies herein are cumulative and not exclusive of any other remedies provided by law, at equity or in any other agreement.

     SECTION 12.04 Costs, Expenses and Taxes. The Borrower agrees to pay on demand: (a) all reasonable out-of-pocket costs and expenses of the Agent in connection with the preparation, execution and delivery of this Agreement, the Notes, the other Loan Documents and the other documents to be delivered hereunder, including the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement, the Notes and the other Loan Documents, and any modification, supplement or waiver of any of the terms of this Agreement or any other Loan Document, (b) all reasonable costs and expenses of any Lender, including reasonable legal fees and expenses, in connection with the enforcement of or preservation of rights under this Agreement, the Notes and the other Loan Documents and (c) reasonable costs and expenses incurred in connection with third party professional services required by the Agent such as appraisers, environmental consultants, accountants or similar Persons, provided that prior to any Event of Default hereunder, the Agent will first obtain the consent of the Borrower to such expense, which consent shall not be unreasonably withheld. Without prejudice to the survival of any other obligations of the Borrower hereunder and under the Notes, the obligations of the Borrower under this Section 12.04 shall survive the termination of this Agreement or the replacement of the Agent and each assignment of the Notes.

     SECTION 12.05 Indemnity.

     (a) The Borrower shall indemnify the Agent and each Lender and each Affiliate thereof and their respective directors, officers, employees and agents (other than with respect to any claim by the Agent and/or any Lender or Affiliate, director,

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owner, employee or agent thereof against the Agent or any Lender, or any Affiliate, director, officer, employee or agent thereof) (such indemnified Persons called the “Indemnitees”) from, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from (i) this Agreement, the Notes or any other Loan Document or any actual or proposed use by the Borrower of the proceeds of any extension of credit hereunder, (ii) any investigation, litigation, claims, or demands under any Environmental Laws, or (iii) any other proceeding (including any threatened investigation or proceeding) relating to the foregoing clauses (i) and (ii), whether in each such case arising as a result of this Agreement or any of the other Loan Documents or the transactions contemplated hereby, and the Borrower shall reimburse such Indemnitees, upon written demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, lines or expenses incurred by reason of the gross negligence or willful misconduct of the Indemnitees. Without limiting any provision of this Agreement, it is the express intention of the parties hereto that each Indemnitee shall be indemnified and held harmless against all such losses, liabilities, claims or damages arising out of or resulting from the sole ordinary or contributory negligence of such Indemnitee, but not from the gross negligence or willful misconduct of such Indemnitee. Without prejudice to the survival of any other obligations of the Borrower hereunder and under the other Loan Documents, the obligations of the Borrower under this Section 12.05 shall survive the termination of this Agreement and the other Loan Documents and the payment of the Obligations or the assignment of the Notes.

     (b) Notwithstanding anything set forth herein to the contrary, the Borrower shall not, in connection with any one legal proceeding or claim, or separate but related proceedings or claims arising out of the same general allegations of circumstances, in which the interest of the Indemnitees (in the reasonable judgment of such Indemnitees) does not differ in any material respect, be liable to the Indemnities (or any of them) under any of the provisions set forth herein for the fees or expenses of more than one separate firm of attorneys in each jurisdiction in which legal action is being taken or may be taken at any time, which firm shall be selected by the Agent (or, if the Agent fails to so select after notice from the Indemnitees involved, such firm shall be selected by such Indemnitees), except for any additional firms reasonably recommended by such firm in good faith for purposes of obtaining special expertise in any area of law or for purposes of having local counsel in each court in which such proceeding or proceedings are pending. In any litigation or other proceeding in which the interests of the Borrower and any Indemnitee affected thereby are not adverse (in the reasonable judgment of such Indemnitee) and with respect to which such Indemnitee may seek indemnification or reimbursement from the Borrower hereunder, the Borrower shall be entitled to participate (in conjunction with counsel for the Indemnitees), at the Borrower’s expense, in the defense of such litigation or proceeding with its own counsel. No Indemnitee shall consent to entry of any judgment or enter into any settlement of any action or proceeding that would give rise to any liability of the Borrower hereunder without the prior written consent of the Borrower (which consent shall not be unreasonably withheld).

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          SECTION 12.06 Right of Setoff. If any Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits held and other obligations owing by such Lender, or any branch, subsidiary or Affiliate of such Lender, to or for the credit or the account of the Borrower against any and all the Obligations of the Borrower now or hereafter existing under this Agreement and the other Loan Documents and other obligations of the Borrower held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement, its Note or the Obligations and although the Obligations may be unmatured. The rights of each Lender under this Section 12.06 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

          SECTION 12.07 Governing Law. This Agreement, all Notes, the other Loan Documents and all other documents executed in connection herewith shall be deemed to be contracts and agreements executed by the Borrower, the Guarantors, the Agent and each Lender under the laws of the State of New York and of the United States of America and for all purposes shall be construed in accordance with, and governed by, the laws of said state and of the United States of America. Without limitation of the foregoing, nothing in this Agreement, or in the Notes or in any other Loan Document shall be deemed to constitute a waiver of any rights which any Lender may have under applicable federal legislation relating to the amount of interest which such Lender may contact for, take, receive or charge in respect of the Loan and the Loan Documents, including any right to take, receive, reserve and charge interest at the rate allowed by the law of the state where any Lender is located.

          SECTION 12.08 Interest. It is the intention of the parties hereto that the Agent and each Lender shall conform strictly to usury laws applicable to it, if any. Notwithstanding anything to the contrary set forth herein, in any other Loan Document or in any other document or instrument, no provision of any of the Loan Documents or any other instrument or document furnished pursuant hereto or in connection herewith is intended or shall be construed to require the payment or permit the collection of interest in excess of the maximum non-usurious rate permitted by applicable law. Each provision in this Agreement and each other Loan Document, agreement or writing is expressly limited so that in no event whatsoever shall the amount paid, or otherwise agreed to be paid, to the Agent or any Lender, or charged, contracted for, reserved, taken or received by the Agent or any Lender, for the use, forbearance or detention of the money to be loaned under this Agreement or any Loan Document or otherwise (including any sums paid as required by any covenant or obligation contained herein or in any other Loan Document which is for the use, forbearance or detention of such money), exceed that amount of money which would cause the effective rate of interest to exceed the Highest Lawful Rate, and all amounts owed under this Agreement and each other Loan Document shall be held to be subject to reduction to the effect that such amounts so paid or agreed to be paid, charged, contracted for, reserved, taken or received which are for the use, forbearance or detention of money under this Agreement or such Loan Document shall in no event exceed that amount of money which would cause the effective rate of interest to exceed the Highest Lawful Rate. If the transactions with any Lender contemplated hereby would be usurious under applicable law then, in that event, notwithstanding anything to the contrary in any Note payable to such Lender, this Agreement, any other Loan Document or any other document or instrument, it is agreed that in the event that the maturity of any Note payable to such Lender is accelerated or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to

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such Lender may never include more than the maximum amount allowed by such applicable law and excess interest, if any, to such Lender provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by such Lender on the principal amount of the indebtedness owed to such Lender by the Borrower and any excess refunded by such Lender to the Borrower. Anything in any Note or any other Loan Document to the contrary notwithstanding, the Borrower shall not be required to pay unearned interest on any Note and the Borrower shall not be required to pay interest on the Obligations at a rate in excess of the Highest Lawful Rate, and if the effective rate of interest which would otherwise be payable under such Note and such Loan Documents would exceed the Highest Lawful Rate, or if the holder of such Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Borrower under such Note and the other Loan Documents to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest which would otherwise be payable by the Borrower shall be reduced to the amount allowed under applicable law and (b) any unearned interest paid by the Borrower or any interest paid by the Borrower in excess of the Highest Lawful Rate shall in the first instance be credited on the principal of the Obligations of the Borrower (or if all such Obligations shall have been paid in full refunded to the Borrower). It is further agreed that, without limitation of the foregoing, all calculations of the rate of interest contracted for, reserved, taken, charged or received by any Lender under the Notes, the Obligations and the other Loan Documents or made for the purpose of determining whether such rate exceeds the Highest Lawful Rate, shall be made, to the extent permitted by usury laws applicable to such Lender, by amortizing, prorating and spreading in equal parts during the period of the full stated term of the Notes and this Agreement.

          SECTION 12.09 Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by the Loan Parties in connection herewith and the other Loan Documents shall survive the execution and delivery of this Agreement, the Notes and the other Loan Documents, and the termination of the Total Commitment of the Lenders and will bind and inure to the benefit of the respective successors and assigns of the parties hereto, whether so expressed or not, provided, that the Total Commitment of the Lenders shall not inure to the benefit of any non-approved successor or assign of the Borrower.

          SECTION 12.10 Successors and Assigns; Participations.

               (a) All covenants, promises and agreements by or on behalf of the Loan Parties or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective permitted successors and assigns. The Loan Parties may not assign or offer any of its rights or obligations hereunder without the consent of the Lenders.

               (b) Any of the Lenders may assign to an Eligible Assignee or sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Subsidiaries) a portion of its rights and obligations under this Agreement and the other Loan Documents (including a portion of its share of the Total Commitment, the Advances and the Obligations of the Borrower owing to it and the Notes); provided, that, in the case of participations (i) such participant shall be entitled to the cost protection

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provisions contained in Article II and Section 12.04 to the extent the Lender selling the participation is so entitled, (ii) the Borrower shall continue to deal solely and directly with the Agent in connection with its rights and obligations under this Agreement and the other Loan Documents and (iii) each Lender shall retain the sole right and responsibility to enforce the Obligations relating to the Loans including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; but such Lender may grant a participant rights only to the extent such amendments, modifications or waivers would effect such participant interests in any fees payable hereunder (including, without limitation, the amount and the dates fixed for payment of any such fees) or the amount of principal or the rate of interest payable on, or the dates fixed for any payment of principal or of interest on, the Loans. Except with respect to cost protections provided to a participant pursuant to this paragraph hereof, no participant shall be a third party beneficiary of this Agreement nor shall it be entitled to enforce any rights provided to the Lenders against the Borrower under this Agreement.

               (c) A Lender may assign to one or more other Eligible Assignees all or a portion of its interests, rights, and obligations under this Agreement and the other Loan Documents (including all or a portion of its share of the Total Commitment and the same portion of the Loans and other obligations of the Borrower at the time owing to it and the Note held by it); provided, however, that each such assignment (i) shall be in a minimum principal amount of not less than $5,000,000 in the case of any Revolving Credit Commitment or $1,000,000 in the case of any Term Loan Commitment, or such Lender’s remaining Commitment unless otherwise agreed to by Agent and, so long as no Default or Event of Default has occurred or is continuing, the Borrower, (ii) shall not reduce any Lender’s Commitment to an amount less than $5,000,000 (other than to zero), and shall be of a constant, and not a varying, percentage of the assigning Lender’s Revolving Credit Commitment and Term Loan Commitment, and the rights and obligations attendant to such under this Agreement, (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance, an Assignment and Acceptance in form and substance satisfactory to the Agent (an “Assignment and Acceptance”) substantially in the form of Exhibit 12.10 hereto, and any Note subject to such assignment, (iv) the assignee, if it is not a Lender immediately prior to such assignment, have delivered to the Agent an Administrative Questionnaire, (v) so long as the Borrower is reasonably satisfied with the allocation of proposed Commitments among all proposed Lenders in connection with the primary syndication of the Commitments and Loans after the Effective Date, the consent of the Borrower shall not be required in any Assignment and Acceptance entered into in connection with such primary syndication, and (vi) no assignment shall be effective until receipt by the Agent of a reasonable service fee in respect of said assignment equal to $2,500 from the assignee; provided, however, that if two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $2,500 plus the amount set forth below:

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Transaction:	Additional Assignment Fee:
First four concurrent assignments or		-0-
suballocations to members of an Assignee Group
(or from members of an Assignee Group, as
applicable)
Each additional concurrent assignment or	$	500
suballocation to a member of such Assignee
Group (or from a member of such Assignee Group,
as applicable)

               Upon such execution, delivery, acceptance and recording in the Register as set forth in Section 12.10(c), and Agent’s receipt of such assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the service fee and any written consent to such assignment required under this Section 12.10(c), from and after the later of the date upon which the foregoing conditions have been satisfied and the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Business Days after the execution thereof unless otherwise agreed to by the assigning Lender, the Eligible Assignee thereunder and the Agent), (x) the Eligible Assignee thereunder shall be a party hereto and to the other Loan Documents and to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documents, and (y) the assignor Lender thereunder shall to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement and the other Loan Documents (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto except, in the case of an Issuing Bank, with respect to Letters of Credit issued by such Issuing Bank which are then outstanding).

               (d) The Agent shall maintain at its office (i) a copy of each Assignment and Acceptance delivered to it and (ii) a register (the “Register”) for the recordation of the names and addresses (and taxpayer identification numbers, if any) of the Lenders and the principal amount and types of Loans owing to each Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, the Agent, the Swing Line Lender and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a “Lender” hereunder for all purposes of this Agreement and the Loan Documents. The Register shall be available for inspection by the Borrower, the Agent, the Syndication Agent and the Swing Line Lender at any reasonable time and from time to time upon reasonable prior notice.

               (e) Upon its receipt of a copy of (or copies of signed counterparts of) a duly completed and fully executed Assignment and Acceptance, together with the existing Note or Notes of the assigning Lender subject to such Assignment and Acceptance, the Agent shall (i) accept such Assignment and Acceptance, (ii) record the information

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contained therein in the Register and (iii) give prompt notice thereof to the Borrower and the affected Lenders. Not later than five (5) Business Days after the receipt of the notice from the Agent referred to in clause (iii) above, the Borrower, at its own expense shall execute and deliver to the Agent, in exchange for the Note or Notes of the assigning Lender surrendered to the Agent pursuant to this paragraph, a new Note or Notes payable to the order of the assignee Lender and its registered assigns in the principal amount of the Loans assigned to it. Any such new Note shall be substantially in the form of Exhibit 2.03 hereto. Canceled Notes shall be promptly returned to the Borrower.

               (f) Notwithstanding any other provision herein but subject to Section 12.11, any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.10(f) disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower or any Subsidiary furnished to such Lender by or on behalf of the Borrower or any Subsidiary.

               (g) Anything in this Section 12.10 to the contrary notwithstanding, any Lender may at any time, without the consent of the Borrower or the Agent, assign and pledge all or any portion of its Commitments and the Loans owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A of the Board and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.

               (h) Anything contained herein to the contrary notwithstanding, if (i) any “Lender” as defined in the Original Credit Agreement (an “Original Lender”) shall have assigned its rights and obligations under the Original Credit Agreement and the “Loan Documents” as defined in the Original Credit Agreement to Bank of America and/or BNP Paribas within five (5) Business Days prior to the Execution Date, and (ii) at the time of such assignment, any Derivative between the Borrower and such Original Lender and/or any Affiliate of such Original Lender shall exist, then (A) the Obligations of the Borrower under such Derivative (and the Obligations of each Guarantor under the Guaranty in respect of such Obligations) shall continue in full force and effect, and such Obligations shall continue to be secured by the Security Documents to the same extent as though such assignment had not occurred, and (B) each Loan Party hereby grants to the Agent, for the benefit of such Original Lender and any such Affiliate, on the terms and conditions set forth in the Security Documents, a security interest in all Collateral as security for such Obligations owing by it in respect of such Derivative.

          SECTION 12.11 Confidentiality. Each Lender agrees to exercise its best efforts to keep any information delivered or made available by the Borrower confidential from anyone other than Persons employed or retained by such Lender who are or are expected to become engaged by such Lender in evaluating, approving, structuring or administering the Loans and who are subject to this confidentiality provision; provided that nothing herein shall prevent any Lender from disclosing such information (a) to any other Lender, (b) pursuant to subpoena or upon the order of any court or administrative agency, (c) upon the request or demand of any regulatory agency (including self-regulatory agencies) or authority having jurisdiction over such Lender, (d) which has been publicly disclosed, (e) to the extent reasonably required in

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connection with any litigation to which the Agent, any Lender, the Borrower or its respective Affiliates may be a party, (f) to the extent reasonably required in connection with the exercise of any remedy hereunder, (g) to such Lender’s legal counsel and independent auditors (who are subject to this confidentiality provision or similar confidentiality provision), (h) to any actual or proposed participant or assignee of all or part of its rights hereunder which has agreed in writing to be bound by the provisions of this Section 12.11 and (i) which is clearly not confidential. To the extent legally permitted, each Lender will use its best reasonable efforts to promptly notify the Borrower of any information that it is required or requested to deliver pursuant to clause (b), (c) or (e) of this Section 12.11; provided that no notice shall be required for any review of information by representatives of regulators at any Lender’s places of business.

          SECTION 12.12 Pro Rata Treatment.

               (a) Except as otherwise specifically permitted hereunder, each payment or prepayment of principal, if permitted under this Agreement, and each payment of interest with respect to an Advance shall be made pro rata among the Lenders on the basis of their respective percentage participations in the Total Revolving Credit Commitment or the Term Loan Commitment.

               (b) Each Lender agrees that if, through the exercise of a right of banker’s lien, setoff or claim of any kind against the Borrower as a result of which the unpaid principal portion of the Notes and the Obligations held by it shall be proportionately less than the unpaid principal portion of the Notes and Obligations held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and Obligations held by such other Lender, in the amount required to render such amounts proportional; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 12.12(b) and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored without interest.

          SECTION 12.13 Severability. Should any clause, sentence, paragraph or section of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the parties hereto agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom and the remainder will have the same force and effectiveness as if such part or parts had never be included herein.

          SECTION 12.14 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

          SECTION 12.15 Interpretation.

(a) In this Agreement, unless a clear contrary intention appears:

(i) the singular number includes the plural number and vice versa;

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(ii)	reference to any gender includes each other gender;
(iii)	the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, section or other subdivision;
(iv)	reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually, provided that nothing in this clause is intended to authorize any assignment not otherwise permitted by this Agreement;
(v)	except as expressly provided to the contrary herein, reference to any agreement, document or instrument (including this Agreement) means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof and reference to any Note or other note includes any Note issued pursuant hereto in extension or renewal thereof and in substitution or replacement therefor;
(vi)	unless the context indicates otherwise, reference to any Article, section, Schedule or Exhibit means such Article or section hereof or such Schedule or Exhibit hereto;
(vii)	the words “including” (and with correlative meaning “include”) means including, without limiting the generality of any description preceding such term;
(viii)	with respect to the determination of any period of time except as expressly provided to the contrary, the word “from” means “from and including” and the word “to” means “to but excluding”; and
(ix)	reference to any law, rule or regulation means such as amended, codified or reenacted, in whole or in part, and in effect from time to time.

(b)	The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
(c)	No provision of this Agreement shall be interpreted or construed against any Person solely because that Person or its legal representative drafted such provision.

          SECTION 12.16 Limitation by Law. All rights, remedies and powers provided in this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Agreement and the other Loan Documents are intended to be subject to all applicable mandatory provisions of law which may be controlling and to be limited to the extent necessary so that they will not render this Agreement or any other Loan Document invalid, unenforceable, in whole or

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in part, or not entitled to be recorded, registered or filed under the provisions of any applicable law.

          SECTION 12.17 Judgment.

               (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into Sterling, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase Dollars with Sterling at the BNP Paribas’ principal office in New York at 3:00 p.m. (New York time) on the Business Day preceding that on which final judgment is given.

               (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Sterling into Dollars, the parties agree to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase Sterling with Dollars at BNP Paribas’ principal office in New York at 3:00 p.m. (New York time) on the Business Day preceding that on which final judgment is given.

               (c) The obligation of the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Agent hereunder shall, notwithstanding any judgment in any other currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Agent (as the case may be) may in accordance with normal banking procedures purchase the applicable Primary Currency with such other currency; if the amount of the applicable Primary Currency so purchased is less than such sum due to such Lender or the Agent (as the case may be) in the applicable Primary Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Agent (as the case may be) against such loss, and if the amount of the applicable Primary Currency so purchased exceeds such sum due to any Lender or the Agent (as the case may be) in the applicable Primary Currency, such Lender or the Agent (as the case may be) agrees to remit to the Borrower such excess.

          SECTION 12.18 Substitution of Currency. If a change in Sterling occurs pursuant to any applicable law, rule or regulation of any governmental, monetary or multi-national authority, this Agreement (including, without limitation, the definitions of LIBOR Rate) will be amended to the extent determined by the Agent (acting reasonably and in consultation with the Borrower) to be necessary to reflect the change in currency and to put the Lenders and the Borrower in the same position, so far as possible, that they would have been in if no change in Sterling had occurred.

          SECTION 12.19 Submission to Jurisdiction.

               (a) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE

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BOROUGH OF MANHATTAN, OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE LOAN PARTIES HEREBY IRREVOCABLY ACCEPT IN RESPECT OF THEIR PROPERTY, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. THE LOAN PARTIES FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL POSTAGE PREPAID), TO IT AT ITS ADDRESS PROVIDED IN SECTION 12.02, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWER IN ANY OTHER JURISDICTION.

               (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH OF THE LOAN PARTIES HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO IN THE FIRST SENTENCE OF CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

          SECTION 12.20 Waiver of Jury Trial. EACH OF THE LOAN PARTIES, THE AGENT, THE ISSUING BANK AND EACH LENDER HEREBY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM OR RELATING TO ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

          SECTION 12.21 Final Agreement of the Parties. THIS AGREEMENT (INCLUDING THE SCHEDULES AND EXHIBITS HERETO), THE NOTES AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO WRITTEN OR ORAL AGREEMENTS BETWEEN THE PARTIES.

Third Amended and Restated Credit Agreement

98

          SECTION 12.22 USA PATRIOT Act. Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Agent, as applicable, to identify each Loan Party in accordance with the Act.

          SECTION 12.23 Amendment and Restatement. This Agreement and the Notes are given in amendment, consolidation, restatement, renewal and extension (but not in novation, extinguishment or satisfaction) of the Original Credit Agreement and the promissory notes issued in connection therewith. All Liens securing payment of the obligations under the Original Agreement and such promissory notes are hereby collectively renewed, extended, rearranged, ratified and brought forward as security for the payment and performance of the Obligations. With respect to matters relating to the period prior to the date hereof, all of the provisions of the Original Credit Agreement and the promissory notes, security agreements and other documents, instruments or agreements executed in connection therewith are hereby ratified and confirmed and shall remain in force and effect.

[Remainder of Page Intentionally Blank; Signature Page Follows]

Third Amended and Restated Credit Agreement

99

          IN WITNESS WHEREOF, the Borrower, the other Loan Parties, the Agent, and the Lenders have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWER:
CARDTRONICS, INC.
By:	/s/ J. Chris Brewster
	J. Chris Brewster
	Chief Financial Officer
LOAN PARTIES:
CARDTRONICS, LP
By:	CARDTRONICS GP, INC.,
	its general partner

By:	/s/ J. Chris Brewster
	J. Chris Brewster
	Chief Financial Officer

CARDTRONICS GP, INC.
By:	/s/ J. Chris Brewster
	J. Chris Brewster
	Chief Financial Officer

Third Amended and Restated Credit Agreement

100

CARDTRONICS LP, INC.
By:	/s/ Peter J. Winnington
	Peter J. Winnington
	President
AGENT:
BNP PARIBAS, as Agent
By:	/s/ Sean Davenport
	Name:  Sean Davenport
	Title:    Director
By:	/s/ Mathew R. Wyatt
	Name:  Mathew R. Wyatt
	Title:    Vice President

Third Amended and Restated Credit Agreement

101

LENDERS:
BNP PARIBAS, as Lender
By:	/s/ Sean Davenport
	Name:  Sean Davenport
	Title:    Director
By:	/s/ Mathew R. Wyatt
	Name:  Mathew R. Wyatt
	Title:    Vice President

		Percentage of Total
Facility	Commitment	Commitment
Revolving Credit Commitment	$50,000,000	50%
Term Loan Commitment	$62,500,000	50%

Third Amended and Restated Credit Agreement

102

BANK OF AMERICA, N.A.
By:	/s/ David A. Batson
	Name:  David A. Batson
	Title:    Vice President

			Percentage of Total
Facility	Commitment		Commitment
Revolving Credit Commitment	$	50,000,000		50	%
Term Loan Commitment	$	62,500,000		50	%

Third Amended and Restated Credit Agreement

103

THIRD AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT

Dated as of May 17, 2005

among

CARDTRONICS, INC.
as the Borrower,

The Guarantors Parties Hereto,

BNP PARIBAS,
as Agent, Swing Line Lender and
an Issuing Bank,

The Other Lenders Parties Hereto,

and

BANK OF AMERICA, N.A.,
as Syndication Agent

BNP PARIBAS SECURITIES CORP. and BANC OF AMERICA SECURITIES LLC
as Joint Lead Arrangers and Joint Bookrunning Managers

Third Amended and Restated Credit Agreement

104

TABLE OF CONTENTS

			Page
ARTICLE I DEFINITIONS; ACCOUNTING TERMS				2
	SECTION 1.01	Definitions		2
	SECTION 1.02	Loss of Advances		20
	SECTION 1.03	Accounting Terms		20
ARTICLE II THE LOANS				21
	SECTION 2.01	The Revolving Credit, Swing Line and Term Loans		21
	SECTION 2.02	Notice of Advance		23
	SECTION 2.03	The Notes		24
	SECTION 2.04	Disbursement of Funds		25
	SECTION 2.05	Conversions and Continuances		26
	SECTION 2.06	Mandatory Repayments		27
	SECTION 2.07	Voluntary Prepayments		30
	SECTION 2.08	Method and Place of Payments		30
	SECTION 2.09	Pro Rata Advances/Payments		32
	SECTION 2.10	Interest		32
	SECTION 2.11	Interest Periods		33
	SECTION 2.12	Interest Rate Not Ascertainable		34
	SECTION 2.13	Change in Legality		34
	SECTION 2.14	Increased Costs, Taxes or Capital Adequacy Requirements		35
	SECTION 2.15	LIBOR Advance Prepayment and Default Penalties		36
	SECTION 2.16	Taxes		37
	SECTION 2.17	Replacement Lenders		38
ARTICLE III LETTERS OF CREDIT				39
	SECTION 3.01	Letters of Credit		39
	SECTION 3.02	Letter of Credit Requests		39
	SECTION 3.03	Letter of Credit Participations		40
	SECTION 3.04	Increased Costs		42
	SECTION 3.05	Conflict between Applications and Agreement		42
ARTICLE IV FEES; COMMITMENTS				43
	SECTION 4.01	Fees		43
	SECTION 4.02	Reduction of Total Commitment		43
	SECTION 4.03	Reallocation of Commitments		44
ARTICLE V CONDITIONS PRECEDENT				44
	SECTION 5.01	Conditions Precedent to the Initial Advance		44
	SECTION 5.02	Conditions Precedent to All Credit Events		47
	SECTION 5.03	Delivery of Documents		48
	SECTION 5.04	Permitted Acquisition Advances		48

Third Amended and Restated Credit Agreement

i

			Page
ARTICLE VI REPRESENTATIONS AND WARRANTEES				50
	SECTION 6.01	Organization and Qualification		50
	SECTION 6.02	Authorization and Validity		51
	SECTION 6.03	Governmental Consents		51
	SECTION 6.04	Conflicting or Adverse Agreements or Ratifications		51
	SECTION 6.05	Title to Assets; Licenses and Permits		51
	SECTION 6.06	Litigation		52
	SECTION 6.07	Financial Statements		52
	SECTION 6.08	No Defaults		52
	SECTION 6.09	Investment Company Act		53
	SECTION 6.10	Utility Regulation		53
	SECTION 6.11	ERISA		53
	SECTION 6.12	Environmental Matters		54
	SECTION 6.13	Purpose of Loans		54
	SECTION 6.14	Subsidiaries		55
	SECTION 6.15	Solvency		55
	SECTION 6.16	Accuracy of Information		55
	SECTION 6.17	Insurance		55
	SECTION 6.18	Indebtedness and Contingent Liabilities		56
	SECTION 6.19	Compliance with Laws		56
	SECTION 6.20	Security Interests		56
	SECTION 6.21	Material Contracts		56
	SECTION 6.22	Taxes		56
	SECTION 6.23	Intellectual Property; Licenses, Etc		57
ARTICLE VII AFFIRMATIVE COVENANTS				57
	SECTION 7.01	Information Covenants		57
	SECTION 7.02	Books, Records and Inspections		60
	SECTION 7.03	Insurance and Maintenance of Properties		60
	SECTION 7.04	Payment of Taxes		60
	SECTION 7.05	Corporate Existence		61
	SECTION 7.06	Compliance with Statutes		61
	SECTION 7.07	ERISA		61
	SECTION 7.08	Utility Regulation		61
	SECTION 7.09	Subsidiaries		61
	SECTION 7.10	Material Contracts		62
	SECTION 7.11	Interest Rate Protection		62
ARTICLE VIII NEGATIVE COVENANTS				62
	SECTION 8.01	Change in Business		62
	SECTION 8.02	Consolidation, Merger or Sale of Assets		62
	SECTION 8.03	Indebtedness		64
	SECTION 8.04	Liens		66
	SECTION 8.05	Investments		67
	SECTION 8.06	Guaranties		68
	SECTION 8.07	Restricted Payments		68
	SECTION 8.08	Change in Accounting		69

Third Amended and Restated Credit Agreement

ii

			Page
	SECTION 8.09	Prepayment of Other Indebtedness and Seller Notes		69
	SECTION 8.10	Transactions with Affiliates		69
	SECTION 8.11	Material Contracts and Seller Notes		70
	SECTION 8.12	Financial Ratios		70
	SECTION 8.13	Capital Expenditures		72
	SECTION 8.14	Fiscal Year		73
	SECTION 8.15	Sale/Leaseback Transactions		73
	SECTION 8.16	Assets and Business Operations		73
	SECTION 8.17	Modification of Second Lien Loan Documents		73
ARTICLE IX EVENTS OF DEFAULT AND REMEDIES				73
	SECTION 9.01	Events of Default		74
	SECTION 9.02	Primary Remedies		76
	SECTION 9.03	Other Remedies		76
	SECTION 9.04	Application of Proceeds		77
ARTICLE X THE AGENT				77
	SECTION 10.01	Authorization and Action		77
	SECTION 10.02	Agent’s Reliance		77
	SECTION 10.03	Agent and Affiliates		78
	SECTION 10.04	Lender Credit Decision		79
	SECTION 10.05	Agent’s Indemnity		79
	SECTION 10.06	Successor Agent		80
	SECTION 10.07	Notice of Default		80
	SECTION 10.08	Release of Collateral and Guarantors		80
	SECTION 10.09	Intercreditor Agreement		80
ARTICLE XI GUARANTY				81
	SECTION 11.01	Guaranty		81
	SECTION 11.02	Guaranty of Payment		81
	SECTION 11.03	No Discharge or Diminishment of Guaranty		81
	SECTION 11.04	Defenses Waived		83
	SECTION 11.05	Subordination; Subrogation		83
	SECTION 11.06	Reinstatement; Stay of Acceleration		84
	SECTION 11.07	Information		84
	SECTION 11.08	Termination		84
	SECTION 11.09	Taxes		84
	SECTION 11.10	Severability and Limitation on Liability		85
	SECTION 11.11	Contribution		85
	SECTION 11.12	Lending Installations		86
	SECTION 11.13	Liability Cumulative		86
ARTICLE XII MISCELLANEOUS				86
	SECTION 12.01	Amendments		86
	SECTION 12.02	Notices		86
	SECTION 12.03	No Waiver, Remedies		88
	SECTION 12.04	Costs, Expenses and Taxes		88

Third Amended and Restated Credit Agreement

iii

		Page
SECTION 12.05	Indemnity		88
SECTION 12.06	Right of Setoff		90
SECTION 12.07	Governing Law		90
SECTION 12.08	Interest		90
SECTION 12.09	Survival of Representations and Warranties		91
SECTION 12.10	Successors and Assigns; Participations		91
SECTION 12.11	Confidentiality		94
SECTION 12.12	Pro Rata Treatment		95
SECTION 12.13	Severability		95
SECTION 12.14	Execution in Counterparts		95
SECTION 12.15	Interpretation		95
SECTION 12.16	Limitation by Law		96
SECTION 12.17	Judgment		97
SECTION 12.18	Substitution of Currency		97
SECTION 12.19	Submission to Jurisdiction		97
SECTION 12.20	Waiver of Jury Trial		98
SECTION 12.21	Final Agreement of the Parties		98
SECTION 12.22	USA PATRIOT Act		99
SECTION 12.23	Amendment and Restatement		99

EXHIBITS

Exhibit 1.01A	—	Administrative Questionnaire
Exhibit 2.02	—	Notice of Advance
Exhibit 2.03(a)	—	Form of Revolving Credit Note
Exhibit 2.03(b)	—	Form of Swing Line Note
Exhibit 2.03(c)	—	Form of Term Note
Exhibit 3.02	—	Form of Credit Request
Exhibit 5.01(f)	—	Form of Intercreditor Agreement
Exhibit 12.10	—	Assignment and Acceptance Agreement

SCHEDULES

Schedule 6.04	—	Adverse Agreements
Schedule 6.06	—	Litigation
Schedule 6.12	—	Environmental Matters
Schedule 6.14	—	Subsidiaries
Schedule 6.18	—	Permitted Indebtedness
Schedule 7.03	—	Insurance
Schedule 8.04(a)	—	Liens
Schedule 8.05(b)	—	Investments

Third Amended and Restated Credit Agreement

iv

EX-10.3

Exhibit 10.3

AMENDMENT NO. 1 TO CREDIT AGREEMENT

     AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of July 6, 2005 (this “Amendment”) among (a) Cardtronics, Inc., a Delaware corporation (the “Borrower”), (b) Cardtronics, LP, a Delaware limited partnership, Cardtronics GP, Inc., a Delaware corporation, and Cardtronics LP, Inc., a Delaware corporation (collectively, the “Guarantors”), (c) the lenders party to the Credit Agreement referred to below (the “Lenders”), and (d) BNP Paribas, as administrative agent (the "Administrative Agent”) for the Lenders.

     PRELIMINARY STATEMENTS:

     (1) The Borrower, the Guarantors, the Lenders, the Administrative Agent and others have entered into a Third Amended and Restated First Lien Credit Agreement dated as of May 17, 2005 (the "Credit Agreement”; capitalized terms used herein and not otherwise defined in this Amendment being used herein as defined in the Credit Agreement);

     (2) The Borrower has requested that the Lenders amend certain provisions of the Credit Agreement as provided herein;

     (3) The Lenders have agreed, subject to the terms and conditions hereinafter set forth, to amend the Credit Agreement as set forth below;

     (4) NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

     SECTION 1. Amendments to Credit Agreement. Upon, and subject to, the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

     (a) Section 8.12(a) of the Credit Agreement is amended and restated in full to read as follows:

     ”(a) Total Leverage Ratio. The Borrower will not permit at any time the ratio of (i) Total Debt of the Borrower and its Subsidiaries on a consolidated basis at such time to (ii) Acquisition EBITDA of the Borrower and its Subsidiaries on a consolidated basis (such ratio being the “Total Leverage Ratio”), to be greater than the ratio set forth below for each corresponding period set forth below:

Four (4) Quarter Period Ending:	Ratio:
June 30, 2005		5.00:1.00
September 30, 2005		5.00:1.00
December 31, 2005		5.00:1.00
March 31, 2006		4.75:1.00

2

Four (4) Quarter Period Ending:	Ratio:
June 30, 2006		4.75:1.00
September 30, 2006		4.75:1.00
December 31, 2006		4.50:1.00
March 31, 2007		4.50:1.00
June 30, 2007		4.25:1.00
September 30, 2007		4.25:1.00
December 31, 2007 and each fiscal quarter-end thereafter		3.75:1.00

provided, however, that upon the issuance of Permanent Securities consisting of senior subordinated unsecured debt securities, the table set forth above shall be replaced, to the extent applicable, by the following table:

Four (4) Quarter Period Ending:	Ratio:
June 30, 2005		5.50:1.00
September 30, 2005		5.50:1.00
December 31, 2005		5.50:1.00
March 31, 2006		5.50:1.00
June 30, 2006		5.50:1.00
September 30, 2006		5.25:1.00
December 31, 2006		5.25:1.00
March 31, 2007		5.25:1.00
June 30, 2007		5.00:1.00
September 30, 2007		5.00:1.00
December 31, 2007		5.00:1.00
March 31, 2008		5.00:1.00
June 30, 2008		4.75:1.00
September 30, 2008		4.75:1.00
December 31, 2008		4.75:1.00
March 31, 2009		4.75:1.00
June 30, 2009 and each fiscal quarter-end thereafter		4.50:1.00

”

     SECTION 2. Conditions of Effectiveness of Amendment. (a) The amendment to the Credit Agreement set forth in Section 1 shall become effective on the date (the “First Amendment Effective Date”) when the Administrative Agent shall have received counterparts of this Amendment executed by (i) the Borrower and each Loan Party, (ii) the Administrative Agent, and (iii) the Requisite Lenders, or, as to any of the foregoing parties, advice satisfactory to the Administrative Agent that each of the foregoing parties has executed this Amendment.

     SECTION 3. Representations and Warranties. The Borrower represents and warrants as follows:

     (a) The execution, delivery and performance by each of the Borrower and each of the other Loan Parties of this Amendment and the consummation of the transactions

3

contemplated hereby are within its corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) its charter or by-laws or (ii) any law or any contractual restriction binding on or affecting it the contravention of which would be reasonably likely to have a Material Adverse Effect.

     (b) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date).

     (c) After giving effect to this Amendment, no event shall have occurred and be continuing that constitutes a Default.

     SECTION 4. Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

     (b) Each of the Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Guaranty does and shall continue to guarantee the Guaranteed Obligations, in each case, as amended by this Amendment.

     (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document.

     SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

     SECTION 6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

     [The remainder of this page is intentionally left blank]

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

Borrower CARDTRONICS, INC.
By	/s/ J. Chris Brewster
	Name:	J. Chris Brewster
	Title:	Chief Financial Officer
Guarantors CARDTRONICS, LP
By:	CARDTRONICS GP, INC., its general partner

By:	/s/ J. Chris Brewster
	Name:  J. Chris Brewster
	Title:   Chief Financial Officer

CARDTRONICS GP, INC.
By	/s/ J. Chris Brewster
	Name:	J. Chris Brewster
	Title:	Chief Financial Officer
CARDTRONICS LP, INC.
By	/s/ Peter J. Winnington
	Name:	Peter J. Winnington
	Title:	President

 

BNP PARIBAS, as Administrative Agent
By	/s/ Sean Davenport
	Name:	Sean Davenport
	Title:	Director
By	/s/ Matthew Wyatt
	Name:	Matthew Wyatt
	Title:	Vice President

 

Bank of America, N.A.,
as Syndication Agent
By	/s/ David A. Batson
	Name:	David A. Batson
	Title:	Vice President

EX-10.4

Exhibit 10.4

AMENDMENT NO. 2 TO CREDIT AGREEMENT

     AMENDMENT NO. 2 TO CREDIT AGREEMENT dated as of August 5, 2005 (this “Amendment”) among (a) Cardtronics, Inc., a Delaware corporation (the “Borrower”), (b) Cardtronics, LP, a Delaware limited partnership, Cardtronics GP, Inc., a Delaware corporation, and Cardtronics LP, Inc., a Delaware corporation (collectively, the “Guarantors”), (c) the lenders party to the Credit Agreement referred to below (the “Lenders”), and (d) BNP Paribas, as administrative agent (the “Administrative Agent”) for the Lenders.

     PRELIMINARY STATEMENTS:

     (1) The Borrower, the Guarantors, the Lenders, the Administrative Agent and others have entered into a Third Amended and Restated First Lien Credit Agreement dated as of May 17, 2005, as amended by Amendment No. 1 to Credit Agreement dated as of July 6, 2005 (as so amended, the “Credit Agreement”; capitalized terms used herein and not otherwise defined in this Amendment being used herein as defined in the Credit Agreement);

     (2) The Borrower has requested that the Lenders amend certain provisions of the Credit Agreement as provided herein;

     (3) The Lenders have agreed, subject to the terms and conditions hereinafter set forth, to amend the Credit Agreement as set forth below;

     (4) NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

     SECTION 1. Amendments to Credit Agreement. Upon, and subject to, the satisfaction of the conditions precedent set forth in Section 3 below, the Credit Agreement is hereby amended as follows:

     (a) Section 4.03 of the Credit Agreement is amended to add a new clause (c) thereof to read as follows:

     “The notices required by Sections 4.03(a) and (b) above may be waived (or the period for such notices shortened) at the discretion of the Agent.”

     (b) Section 8.03(i) of the Credit Agreement is amended and restated in full to read as follows:

     “(i) Indebtedness under the Second Lien Credit Agreement in an aggregate principal amount not to exceed $75,000,000 (plus any additional indebtedness thereunder incurred in connection with the syndication thereof) or in respect of the Permanent Securities in an aggregate principal amount not to exceed $200,000,000, in either case less principal amounts paid thereunder from time to time (other than principal of the Second Lien Credit Agreement prepaid with the proceeds of the Permanent Securities);”

2

     (c) Section 8.12(a) of the Credit Agreement is amended and restated in full to read as follows:

     “(a) Total Leverage Ratio. The Borrower will not permit at any time the ratio of (i) Total Debt of the Borrower and its Subsidiaries on a consolidated basis at such time to (ii) Acquisition EBITDA of the Borrower and its Subsidiaries on a consolidated basis (such ratio being the “Total Leverage Ratio”), to be greater than the ratio set forth below for each corresponding period set forth below:

Four (4) Quarter Period Ending:	Ratio:
September 30, 2005		5.00:1.00
December 31, 2005		5.00:1.00
March 31, 2006		4.75:1.00
June 30, 2006		4.75:1.00
September 30, 2006		4.75:1.00
December 31, 2006		4.50:1.00
March 31, 2007		4.50:1.00
June 30, 2007		4.25:1.00
September 30, 2007		4.25:1.00
December 31, 2007 and each fiscal quarter-end thereafter		3.75:1.00

provided, however, that upon the issuance of Permanent Securities consisting of senior subordinated unsecured debt securities, the table set forth above shall be replaced, to the extent applicable, by the following table:

Four (4) Quarter Period Ending:	Ratio:
June 30, 2005		5.50:1.00
September 30, 2005		5.50:1.00
December 31, 2005		5.50:1.00
March 31, 2006		5.50:1.00
June 30, 2006		5.50:1.00
September 30, 2006		5.50:1.00
December 31, 2006		5.50:1.00
March 31, 2007		5.50:1.00
June 30, 2007		5.50:1.00
September 30, 2007		5.50:1.00
December 31, 2007		5.50:1.00
March 31, 2008		5.00:1.00
June 30, 2008		5.00:1.00
September 30, 2008		5.00:1.00
December 31, 2008		5.00:1.00
March 31, 2009		4.75:1.00
June 30, 2009 and each fiscal quarter-end thereafter		4.75:1.00	”

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     SECTION 2. Acknowledgement of Permanent Securities. The undersigned hereby acknowledge that senior unsecured notes as described in the Preliminary Offering Memorandum of the Borrower, dated July 22, 2005, are in form and substance satisfactory to the undersigned for purposes of the definition of Permitted Securities in the Credit Agreement.

     SECTION 3. Conditions of Effectiveness of Amendment. (a) The amendments to the Credit Agreement set forth in Section 1 and the acknowledgement in Section 2 shall become effective on the date when the Administrative Agent shall have received counterparts of this Amendment executed by (i) the Borrower and each Loan Party, (ii) the Administrative Agent, and (iii) the Requisite Lenders, or, as to any of the foregoing parties, advice satisfactory to the Administrative Agent that each of the foregoing parties has executed this Amendment.

     SECTION 4. Representations and Warranties. The Borrower represents and warrants as follows:

     (a) The execution, delivery and performance by each of the Borrower and each of the other Loan Parties of this Amendment and the consummation of the transactions contemplated hereby are within its corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) its charter or by-laws or (ii) any law or any contractual restriction binding on or affecting it the contravention of which would be reasonably likely to have a Material Adverse Effect.

     (b) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date).

     (c) After giving effect to this Amendment, no event shall have occurred and be continuing that constitutes a Default.

     SECTION 5. Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

     (b) Each of the Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Guaranty does and shall continue to guarantee the Guaranteed Obligations, in each case, as amended by this Amendment.

4

     (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document.

     SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

     SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[The remainder of this page is intentionally left blank]

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

Borrower CARDTRONICS, INC.
By:	/s/ Jack M. Antonini
	Jack M. Antonini, President & CEO

Guarantors CARDTRONICS, LP
By:	CARDTRONICS GP, INC.,
	its general partner

By:	/s/ Jack M. Antonini
	Jack M. Antonini, President & CEO

CARDTRONICS GP, INC.
By:	/s/ Jack M. Antonini
	Jack M. Antonini, President & CEO
CARDTRONICS LP, INC.
By:	/s/ Peter J. Winnington
	Peter J. Winnington, President

BNP PARIBAS, as Administrative Agent
By:	/s/ Sean Davenport
	Name:	Sean Davenport
	Title:	Director
By	/s/ Matthew Wyatt
	Name:	Matthew Wyatt
	Title:	Vice President

Lenders:
BNP Paribas
[Please print name of lender]
By:	/s/ Sean Davenport
	Name:  Sean Davenport
	Title:  Director
By:	/s/ Matthew Wyatt
	Name:  Matthew Wyatt
	Title:  Vice President

Bank of America, N.A.,

as Syndication Agent

By:	/s/ David A. Batson
	Name:	David A. Batson
	Title:	Vice President

Lenders:
AMEGY BANK NATIONAL ASSOCIATION
By:	/s/ David C. Moriniere
		David C. Moriniere
		Vice President

Lenders:
BANK OF AMERICA, N.A., as Lender
By:	/s/ David A. Batson
	Name:	David A. Batson
	Title:	VP

Lenders:
COMPASS BANK
By:	/s/ D. G. Mills
	Name:	D. G. Mills
	Title:	Senior Vice President

Lenders:

GENERAL ELECTRIC CAPITAL CORPORATION

      [Please print name of lender]

By:	/s/ Thomas S. Beck
	Name:	Thomas S. Beck
	Title:	Duly Authorized Signatory

Lenders:

JPMorgan Chase Bank, N. A.

      [Please print name of lender]

By:	/s/ Michael Becker
	Name:	Michael Becker
	Title:	Vice President

Lenders:

Wells Fargo Bank, N.A.

By:	/s/ Charles W. Randall
	Name:	Charles W. Randall
	Title:	VP

Lenders:

Allied Irish Banks, PLC

      [Please print name of lender]

By:	/s/ Gregory J. Wisks
	Name:	Gregory J. Wisks
	Title:	Vice President
	/s/ Denise Magyer
		Denise Magyer
		Vice President

EX-10.5

Exhibit 10.5

AMENDMENT NO. 3 TO CREDIT AGREEMENT

          AMENDMENT NO. 3 TO CREDIT AGREEMENT dated as of November 17, 2005 (this “Amendment”) among (a) Cardtronics, Inc., a Delaware corporation (the “Borrower”), (b) Cardtronics, LP, a Delaware limited partnership, Cardtronics GP, Inc., a Delaware corporation, and Cardtronics LP, Inc., a Delaware corporation (collectively, the “Guarantors”), (c) the lenders party to the Credit Agreement referred to below (the “Lenders”), and (d) BNP Paribas, as administrative agent (the “Administrative Agent”) for the Lenders.

          PRELIMINARY STATEMENTS:

          (1) The Borrower, the Guarantors, the Lenders, the Administrative Agent and others have entered into a Third Amended and Restated First Lien Credit Agreement dated as of May 17, 2005, as amended by Amendment No. 1 to Credit Agreement dated as of July 6, 2005 and Amendment No. 2 to Credit Agreement dated as of August 5, 2005 (as so amended, the “Credit Agreement”; capitalized terms used herein and not otherwise defined in this Amendment being used herein as defined in the Credit Agreement);

          (2) The Borrower has requested that the Lenders amend certain provisions of the Credit Agreement as provided herein;

          (3) The Lenders have agreed, subject to the terms and conditions hereinafter set forth, to amend the Credit Agreement as set forth below;

          (4) NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

          SECTION 1. Amendments to Credit Agreement. Upon, and subject to, the satisfaction of the conditions precedent set forth in Section 3 below, the Credit Agreement is hereby amended as follows:

          (a) Section 5.04(e) of the Credit Agreement is deleted in its entirety.

          (b) The list of Scheduled Capital Expenditures in Section 8.13(a) of the Credit Agreement is amended and restated in full to read as follows:

Test Period Ending:	Amounts:
June 30, 2005	$	31,776,000
September 30, 2005	$	37,689,854
December 31, 2005	$	39,083,512
March 31, 2006	$	41,327,441
June 30, 2006	$	44,231,079
September 30, 2006	$	41,204,379

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December 31, 2006	$	40,908,347
March 31, 2007	$	40,908,347
June 30, 2007	$	40,908,347
September 30, 2007	$	40,908,347
December 31, 2007	$	28,485,475
March 31, 2008	$	25,485,475
June 30, 2008	$	25,485,475
September 30, 2008	$	25,485,475
December 31, 2008	$	25,485,475
March 31, 2009	$	25,485,475
June 30, 2009	$	25,485,475
September 30, 2009	$	25,485,475
December 31, 2009	$	25,485,475
March 31, 2010	$	25,485,475
June 30, 2010	$	25,485,475

          (c) Section 8.16 of the Credit Agreement is amended and restated in full to read as follows:

     “Other than the Company and the Partnership and any Subsidiary of the Borrower or the Partnership acquired or created after the Effective Date in compliance with Section 7.09 (including, without limitation, pursuant to a Permitted Acquisition), no Loan Party shall own any material assets (other than (a) the Voting Equity Interests of the General Partner, the Limited Partner and Bidco owned by the Borrower, (b) the Voting Equity Interests of the Partnership owned by the General Partner and the Limited Partner, and (c) the Voting Equity Interests in any Foreign Subsidiary owned by the Borrower or any other Foreign Subsidiary) or conduct any material business operations. Bidco shall not carry on any business, own any assets or incur any liabilities, except for (i) the provision of administrative services (except treasury services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (ii) ownership of shares in the Company, and (iii) liabilities for professional fees and administration costs in the ordinary course of business as a holding company. The Borrower shall not permit any Foreign Subholdco to carry on any business, own any assets or incur any liabilities, except for the ownership of all of the Equity Interests in any of its Foreign Subsidiaries.”

          SECTION 2. Conditions of Effectiveness of Amendment. (a) The amendments to the Credit Agreement set forth in Section 1 shall become effective on the date when the Administrative Agent shall have received counterparts of this Amendment executed by (i) the Borrower and each Loan Party, (ii) the Administrative Agent, and (iii) the Requisite Lenders, or, as to any of the foregoing parties, advice satisfactory to the Administrative Agent that each of the foregoing parties has executed this Amendment.

          SECTION 3. Representations and Warranties. The Borrower represents and warrants as follows:

3

          (a) The execution, delivery and performance by each of the Borrower and each of the other Loan Parties of this Amendment and the consummation of the transactions contemplated hereby are within its corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) its charter or by-laws or (ii) any law or any contractual restriction binding on or affecting it the contravention of which would be reasonably likely to have a Material Adverse Effect.

          (b) After giving effect to this Amendment, the representations and warranties contained in each of the Loan Documents are correct in all material respects on and as of the date hereof as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date).

          (c) After giving effect to this Amendment, no event shall have occurred and be continuing that constitutes a Default.

          SECTION 4. Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

          (a) Each of the Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Guaranty does and shall continue to guarantee the Guaranteed Obligations, in each case, as amended by this Amendment.

          (b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document.

          SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

          SECTION 6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[The remainder of this page is intentionally left blank]

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

Borrower
CARDTRONICS, INC.
By	/s/ J. Chris Brewster
	Name:  J. Chris Brewster
	Title:  Chief Financial Officer
Guarantors
CARDTRONICS, LP
By: CARDTRONICS GP, INC.,
	its general partner
By:	/s/ J. Chris Brewster
	Name:  J. Chris Brewster
	Title:  Chief Financial Officer
CARDTRONICS GP, INC.
By:	/s/ J. Chris Brewster
	Name:  J. Chris Brewster
	Title:  Chief Financial Officer
CARDTRONICS LP, INC.
By:	/s/ Peter J. Winnington
	Name:  Peter J. Winnington
	Title:  President

BNP PARIBAS, as Administrative Agent
By	/s/ Chris Goodwin
	Name:  Chris Goodwin
	Title:  Managing Director
By	/s/ Sean Davenport
	Name:  Sean Davenport
	Title:  Director

Lenders:
GENERAL ELECTRIC CAPITAL CORPORATION
[Please print name of lender]
By	/s/ Jeffrey Skinner
	Name:  Jeffrey Skinner
	Title:  Duly Authorized Signatory
Lenders:
AMEGY BANK NATIONAL ASSOCIATION
[Please print name of lender]
By	/s/ David C. Moriniere
	Name:  David C. Moriniere
	Title:  Vice President
Lenders:
COMPASS BANK
[Please print name of lender]
By	/s/ David G. Mills
	Name:  David G. Mills
	Title:  Senior Vice President
Lenders:
Wells Fargo Bank, N.A.
[Please print name of lender]
By	/s/ Charles W. Randall
	Name:  Charles W. Randall
	Title:  Vice President
Lenders:
BNP PARIBAS
[Please print name of lender]
By	/s/ Chris Goodwin
	Name:  Chris Goodwin
	Title:  Managing Director
By	/s/ Sean Davenport
	Name:  Sean Davenport
	Title:  Director
Lenders:
JPMorgan Chase Bank, N.A.
[Please print name of lender]
By	/s/ Michael Becker
	Name:  Michael Becker
	Title:  Vice President
Lenders:
Bank of America, NA
[Please print name of lender]
By	/s/ David A. Batson
	Name:  David A. Batson
	Title:  VP

EX-10.8

Exhibit 10.8

SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT

     THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into by and between Cardtronics, LP, a Delaware limited partnership (the “Company”), Cardtronics, Inc., a Delaware corporation (the “Parent Company”), and Jack M. Antonini (the “Employee”) effective as of January 1, 2005.

     WHEREAS, the Company and the Employee have heretofore entered into that certain Employment Agreement dated as of January 20, 2003 (the “Employment Agreement”); and

     WHEREAS, the Company and the Employee executed that First Amendment to Employment Agreement dated as of February 4, 2004 (the “First Amendment”) desire to amend further the Employment Agreement in certain respects;

     NOW, THEREFORE, in consideration of the premises set forth above and the mutual agreements set forth herein, the Company and the Employee hereby agree, effective as of the date first set forth above, that the Employment Agreement shall be and is hereby amended as hereafter provided:

     1. Subparagraph (a) of the definition of the term “Change of Control” in Exhibit A to the Employment Agreement shall be deleted and the following shall be substituted therefore:

(a) prior to the date of an IPO, (i) any transaction or event pursuant to which the CapStreet Investors (formerly the Summit Investors) and TA Associates, Inc. or their respective affiliates cease collectively to own fifty percent (50%) or the Company’s common stock equivalents; and”

     2. Section 2.1 of the Employment Agreement shall be deleted and the following shall be substituted therefor:

     “3.1 Employment Term. The term of the Employee’s employment with the Company shall commence on the Effective Date and end on January 31, 2008 (the “Stated Term”) unless earlier terminated in accordance with this Agreement (the Employee’s actual period of employment, whether extending through the Stated Term or terminated earlier in accordance with this Agreement, is referred to herein as the “Employment Term”).”

     3. Section 3.3(b) of the Employment Agreement shall be deleted and the following shall be substituted therefore:

“(b) Intentionally omitted.”

     4. Section 3.3(c) of the Employment Agreement shall be deleted and the following shall be substituted therefore:

“(c) If the Employee’s employment shall terminate pursuant to Section 3.2(b)(iii) or Section 3.2(c), then the Employee shall be entitled to receive severance pay equal to the Base Salary for the lesser of (A) twelve months or (B) the number of months remaining in the Stated Term and all other compensation, bonuses, benefits and other rights then accrued or vested.”

     5. The first sentence of Section 4.1 of the Employment Agreement shall be deleted and the following shall be substituted therefor:

“From and after January 1, 2005, the Company shall pay the Employee an annual gross base salary of $330,750.00 (the “Base Salary”), which the Company shall pay to the Employee in bi-weekly installments in accordance with the Company’s regular payroll practice for management employees.”

     6. Section 5.2 of the Employment Agreement shall be deleted and the following shall be substituted therefor:

     “5.2 Disclosure to the Employee. The Company has and will disclose to the Employee, or place the Employee in a position to have access to or develop, Confidential Information and Work Product of the Company or its Affiliates; and/or has and will entrust the Employee with business opportunities of the Company or its Affiliates; and/or has and will place the Employee in a position to develop business good will on behalf of the Company or its Affiliates. The Employee agrees to preserve and protect the confidentiality of all Confidential Information or Work Product of the Company or its Affiliates.”

     7. The text of Section 7.1 of the Employment Agreement that precedes Section 7.1(a) of the Employment Agreement shall be deleted and the following shall be substituted therefor:

     “7.1 In General. As part of the consideration for the compensation and benefits to be paid to the Employee hereunder; to protect the trade secrets and Confidential Information of the Company or its Affiliates that has been and will in the future be disclosed or entrusted to the Employee, the business good will of the Company or its Affiliates that has been and will in the future be developed in the Employee, or the business opportunities that have been and will in the future be disclosed or entrusted to the Employee by the Company or its Affiliates; and as an additional incentive for the Company to enter into this Agreement, the Company and the Employee agree to the provisions of this Section 7.1. The Employee agrees that, from the date hereof until 24 months after the date of the Employee’s termination of employment with the Company for any reason whatsoever (the “Non-Compete Period”), the Employee shall not:”

     8. Section 7.1(a) of the Employment Agreement shall be deleted and the following shall be substituted therefor:

“(a) directly or indirectly participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, contractor or otherwise with, or have any financial interest in or aid or assist anyone else in the conduct of, any business in any of the business territories in which the Company is presently or from time-to-time conducting business that either owns and operates an ATM business, which business consists of one or more of the following activities: owning, operating, and

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managing ATMs (a “Competitive Operation”); provided, however, that this provision shall not preclude the Employee from (i) being employed by an electronics funds processing company, an armored carrier company, or a financial institution that may process ATM transactions and provide cash and cash management services to an ATM Business; (ii) being employed by any financial institution so long as Employee’s principal duties at such institution are not directly and primarily related to the ATM business; or (iii) owning less than 2% of the equity securities of any publicly held Competitive Operation so long as the Employee does not serve as an employee, officer, director or consultant to such business;”

     9. This Amendment is executed in connection with an anticipated equity investment in the Parent Company by TA Associates, Inc. or its affiliates. Following that investment, the Company will undertake and complete by September 30, 2005, a comprehensive compensation study covering all executive compensation issues, e.g. salary, stock options, paid holidays, and other perquisites. Upon completion of that study, Employee’s compensation package may be modified; provided, however that no such modification will involve a reduction in the Base Salary or other benefits set forth in the Employment Agreement or this Amendment or be effective unless executed by the Employee.

     10. This Amendment (a) shall supersede any prior agreement between the Company, the Parent Company, and the Employee relating to the subject matter of this Amendment and (b) shall be binding upon and inure to the benefit of the parties hereto and any successors to the Company and all persons lawfully claiming under the Employee.

     11. Except as expressly modified by this Amendment, the terms of the Employment Agreement, as previously amended by the First Amendment, shall remain in full force and effect and are hereby confirmed and ratified. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Employment Agreement, as amended by the First Amendment.

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment on this the 10^th day of February, 2005.

“EMPLOYEE”	“COMPANY”
	CARDTRONICS, LP
/s/ JACK M ANTONINI
Jack M. Antonini	By:	/s/ J. CHRIS BREWSTER
	Name:	J. Chris Brewster
	Title:	Chief Financial Officer
	“Parent Company”
	Cardtronics, Inc.
	By:	/s/ J. CHRIS BREWSTER
	Name:	J. Chris Brewster
	Title:	Chief Financial Officer

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EX-10.9

Exhibit 10.9

RESTRICTED STOCK AGREEMENT
(Jack M. Antonini)

     This Restricted Stock Agreement (this “Agreement”) is made as of the 4th day of February, 2004 (the “Execution Date”) by and between Cardtronics, Inc., a Delaware corporation (the “Company”), and Jack M. Antonini (“Employee”).

RECITALS:

     WHEREAS, the Company and Employee have heretofore entered into a Restricted Stock Agreement dated January 20, 2003 (the “Original Agreement”) pursuant to which Employee purchased from the Company 80,000 shares of the Company’s common stock, par value $.0001 per share (“Common Stock”), at a price of $11.76 per share; and

     WHEREAS, effective as of the Execution Date, the Company and Employee desire to amend and restate the Original Agreement in its entirety to reflect certain changes to the initial arrangement that have been agreed to by the Company and Employee;

     NOW, THEREFORE, in consideration of the mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee agree that the Original Agreement shall be and hereby is restated in its entirety into this Agreement, effective as of the Execution Date, and the Company and Employee further agree as follows:

AGREEMENTS:

     1. Definitions. For purposes of this Agreement, the following capitalized words shall have the meanings indicated below:

     “Acceleration Event” means any of the following: (a) the occurrence of an event that constitutes a Change in Control; (b) the occurrence of a Sale of the Company Transaction prior to the date of an IPO; or (c) the termination of the Employee’s employment with the Company for any reason that does not constitute a Repurchase Event (including, without limitation, the termination of the Employee’s employment with the Company (A) by the Company without Cause, (B) by the Employee for Good Reason, or (C) by reason of the Employee’s death or Disability).

     “Affiliate” means any corporation, partnership, limited liability company or partnership, association, trust or other entity or organization which, directly or indirectly, controls, is controlled by, or is under common control with, the Company. 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 the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities, by contract or otherwise.

     “Board” means the Board of Directors of the Company.

     “Cause” shall have the meaning assigned to such term in the Employment Agreement.

     “Change in Control” means:

     (a) prior to the date of an IPO, any transaction or event pursuant to which the Summit Investors cease to collectively own 50% or more of the number of shares of Common Stock that they own on the Execution Date; and

     (b) from and after the date of an IPO, (A) a merger of the Company with another entity, a consolidation involving the Company, or the sale of all or substantially all of the assets of the Company to another entity if, in any such case, (i) the holders of equity securities of the Company immediately prior to such transaction or event do not beneficially own immediately after such transaction or event equity securities of the resulting entity entitled to 60% or more of the votes then eligible to be cast in the election of directors generally (or comparable governing body) of the resulting entity in substantially the same proportions that they owned the equity securities of the Company immediately prior to such transaction or event or (ii) the persons who were members of the Board immediately prior to such transaction or event shall not constitute at least a majority of the board of directors of the resulting entity immediately after such transaction or event, (B) the dissolution or liquidation of the Company, (C) when any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, (other than the Summit Investors) acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the combined voting power of the outstanding securities of, (i) if the Company has not engaged in a merger or consolidation, the Company, or (ii) if the Company has engaged in a merger or consolidation, the resulting entity, or (D) as a result of or in connection with a contested election of directors, the persons who were members of the Board immediately before such election shall cease to constitute a majority of the Board. For purposes of this subparagraph (b), (1) “resulting entity” in the context of a transaction or event that is a merger, consolidation or sale of all or substantially all assets shall mean the surviving entity (or acquiring entity in the case of an asset sale) unless the surviving entity (or acquiring entity in the case of an asset sale) is a subsidiary of another entity and the holders of common stock of the Company receive capital stock of such other entity in such transaction or event, in which event the resulting entity shall be such other entity, and (2) subsequent to the consummation of a merger or consolidation that does not constitute a Change in Control, the term “Company” shall refer to the resulting entity and the term “Board” shall refer to the board of directors (or comparable governing body) of the resulting entity.

Notwithstanding the foregoing, in no event shall an IPO constitute a Change in Control.

     “Disability” means Employee’s disability entitling Employee to benefits under the long-term disability plan maintained by the Company or an Affiliate; provided, however, that if Employee is not eligible to participate in such plan, then Employee shall be considered to have incurred a “Disability” if and when the Board determines that Employee is permanently and totally unable to perform his duties for the Company or any Affiliate as a result of any medically determinable physical or mental impairment as supported by a written medical opinion to the foregoing effect by a physician selected by the Board.

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     “Earned Shares” means any Restricted Shares as to which the Company’s Repurchase Right under Section 4(b) has lapsed in accordance with Section 4(c).

     “Employment Agreement” means that certain Employment Agreement between the Company and Employee dated January 20, 2003, as the same has been or may be amended or restated from time to time.

     “Good Reason” means a termination of Employee’s employment with the Company by reason of Employee’s resignation within 180 days after the date Employee’s duties and responsibilities under the Employment Agreement are materially reduced.

     “Investors Agreement” means that certain Investors Agreement dated as of June 4, 2001, among the Company and certain of its stockholders, as the same has been or may be amended or restated from time to time.

     “IPO” means the initial sale of any class of common stock of the Company pursuant to an effective registration statement under the Securities Act (other than a registration statement on Form S-8, Form S-4 or any successor forms).

     “Repurchase Event” means the termination of Employee’s employment with the Company (a) by the Company for Cause or (b) by the Employee without Good Reason.

     “Restricted Shares” means 80,000 shares of Common Stock, except for such shares that have become Earned Shares.

     “Securities Act” means the Securities Act of 1933, as amended.

In addition, the terms “Common Stock Equivalent,” “Permitted Transfer,” “Sale of the Company Transaction,” and “Summit Investors” shall have the meanings assigned to such terms in the Investors Agreement.

     2. Purchase and Sale. On January 20, 2003, and subject to the terms of the Original Agreement, the Company sold to Employee, and Employee purchased from the Company, the Restricted Shares for a total purchase price equal to $940,800.00, which purchase price was paid by Employee’s delivery of a partially recourse promissory note in the original principal amount of $940,800.00 (the “Note”). The Note is secured by Employee’s pledge of the Restricted Shares and the Earned Shares pursuant to a pledge agreement dated January 20, 2003, executed by Employee in favor of the Company (the “Pledge Agreement”). The parties hereby acknowledge and confirm that the Note is recourse to Employee only to the extent of (a) 50% of the then outstanding principal balance and (b) 100% of all accrued interest thereon. Although this Agreement constitutes an amendment and restatement of the Original Agreement, the parties acknowledge and agree that the rights and benefits provided for in the Note and the Pledge Agreement are not affected by this Agreement.

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     3. Effect on Employment Agreement. The purchase of the Restricted Shares pursuant to the terms of the Original Agreement (as amended and restated by this Agreement) constituted the purchase of the 80,000 shares of Common Stock that Employee was entitled to purchase pursuant to the terms of the Employment Agreement. In the event of any conflict between the terms of this Agreement and the Employment Agreement with respect to the purchase of such shares, the terms of this Agreement shall govern and control.

     4. Restricted Shares. The Restricted Shares and, to the extent specified, the Earned Shares have been accepted by Employee subject to the following:

     (a) Transfer Restrictions. Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of. Notwithstanding the foregoing, the Company has consented to Employee’s pledge of all of the Restricted Shares and Earned Shares to the Company pursuant to the Pledge Agreement. Pursuant to the Pledge Agreement, Employee has pledged the Restricted Shares and the Earned Shares to secure Employee’s obligations under the Note. Any Restricted Shares sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of in breach of the foregoing shall automatically be subject to the Repurchase Right as if such event constituted a Repurchase Event; provided, however, that notice to Employee of the Company’s exercise of the Repurchase Right shall not be due prior to the date that is 60 days after the date upon which Employee provides written notice to the Company of such event. Notwithstanding the foregoing, prior to the date of an IPO, Employee may transfer Earned Shares pursuant to a Permitted Transfer, and from and after the date of an IPO, Employee may transfer Earned Shares to the extent not restricted by applicable law or contract; provided, however, that if any portion of the Note remains outstanding on the date of any such transfer, then Employee must make a payment on the Note in an amount equal to (i) the outstanding principal and accrued, unpaid interest on the Note as of the date of such transfer, multiplied by (ii) a fraction, the numerator of which is the number of Earned Shares subject to such transfer, and the denominator of which is the total number of Restricted Shares and Earned Shares then pledged as security for the Note under the Pledge Agreement (including the Earned Shares subject to such transfer).

     (b) Company’s Repurchase Right. Upon the occurrence of a Repurchase Event, the Company shall have the right (the “Repurchase Right”), but not the obligation, to purchase from Employee any and all of the Restricted Shares for a purchase price equal to $11.76 per share subject to adjustments by the Board for stock splits, reverse stock splits and recapitalizations (as so adjusted, the “Repurchase Price”). If the Company desires to exercise the Repurchase Right, it must do so by delivering a written notice (the “Repurchase Notice”) to Employee within 60 days of the date upon which the Repurchase Event occurs and such notice must specify (i) the number of Restricted Shares the Company elects to repurchase and (ii) a closing date (which shall be within 30 days after the date the Repurchase Notice is given). The Repurchase Price shall be paid in cash at the closing; provided, at the Company’s election, the Repurchase Price may be satisfied, in whole or in part, by a dollar for dollar reduction of the outstanding amount of principal and accrued, unpaid interest on the Note. If the Company does not deliver the Repurchase Notice to Employee within 60 days after the date upon which a Repurchase

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Event occurs, then the Repurchase Right shall lapse upon the expiration of such 60-day period. Further, if the Company elects in the Repurchase Notice to exercise the Repurchase Right with respect to less than all of the Restricted Shares then subject to the Repurchase Right, then the Repurchase Right shall lapse as to the number of Restricted Shares with respect to which the Company elected not to exercise the Repurchase Right.

     (c) Lapse of Repurchase Right. Provided that Employee has been continuously employed by the Company from January 20, 2003, through the lapse date set forth in the following schedule, the Repurchase Right shall lapse with respect to a number of the Restricted Shares determined in accordance with the following schedule:

	Number of Restricted
	Shares as to Which
Lapse Date	Repurchase Right Lapses
February 4, 2004	20,000
The earlier of January 20, 2005, or the date of an IPO	20,000
January 20, 2006	20,000
January 20, 2007	20,000

Notwithstanding the foregoing schedule, except to the extent previously repurchased under Section 4(b), the Repurchase Right shall lapse as to all of the Restricted Shares then subject to the Repurchase Right upon the occurrence of an Acceleration Event. In addition, the Repurchase Right shall lapse as provided in the last two sentences of Section 4(b).

     (d) Adoption of Investors Agreement. Employee has previously executed an adoption agreement agreeing to be bound by the terms and conditions of the Investors Agreement. By reason of the adoption agreement, Employee has become a “Securityholder” as such term is used in the Investors Agreement, and the Restricted Shares and the Earned Shares shall be bound by the terms of the Investors Agreement. Employee shall remain a “Securityholder” under the Investors Agreement until the terms of the Investors Agreement provide otherwise. Employee acknowledges that the Investors Agreement contains, among other things, transfer restrictions that are not discharged by the lapse of the Repurchase Right. Upon the termination of Employee’s employment with the Company, the provisions of Section 8 of Exhibit B to the Investors Agreement shall apply with respect to the Earned Shares, but such provisions shall be superseded by the Repurchase Right set forth in this Agreement with respect to the Restricted Shares as of the date of such termination of employment.

     (e) Certificates. A certificate evidencing the Restricted Shares, in the form determined by the Board, has heretofore been issued by the Company in Employee’s name, pursuant to which Employee has all of the rights of a common stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock and shares issued pursuant to stock splits or recapitalizations shall be subject to the Company’s Repurchase Right under Section 4(b) to the same extent as the Restricted Shares in respect of which such new shares are issued). The

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certificate evidencing any Restricted Shares shall held by the Secretary of the Company or such other depository as may be designated by the Board as a depository for safekeeping until the later of (i) the date the Note has been paid in full and all obligations of Employee thereunder have been satisfied and (ii) the date such shares become Earned Shares by reason of the lapse of the Repurchase Right. Upon the occurrence of the later of the preceding two events, the Company shall deliver to Employee a stock certificate evidencing the ownership of the Earned Shares, which certificate shall be in Employee’s name, delivered to Employee and unlegended (except for any legend required by applicable law or by the Board to reflect that the shares are subject to the terms of the Investors Agreement). Employee has delivered to the Company a stock power, endorsed in blank, relating to the Restricted Shares and the Earned Shares.

     (f) Corporate Acts. The existence of the Restricted Shares shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. The prohibitions in Section 4(a) shall not apply to the transfer of Restricted Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received in exchange therefor shall also become subject to the transfer restrictions and Repurchase Right to the same extent as the Restricted Shares exchanged therefore and the certificates representing such stock, securities or other property shall be legended to show such restrictions.

     5. Taxation; §83(b) Election.

     (a) To the extent that the receipt of the Restricted Shares, the lapse of the Repurchase Right, or the amendment and restatement of the Original Agreement into the form of this Agreement results in compensation income or wages to Employee for federal, state or local tax purposes, Employee shall deliver to the Company at the time of such receipt, lapse or restatement, as the case may be, such amount of money as the Company may require to meet its minimum obligation under applicable tax laws or regulations, and if Employee fails to do so, the Company is authorized to withhold from any cash or stock remuneration (including withholding any Earned Shares distributable to Employee under this Agreement) then or thereafter payable to Employee any tax required to be withheld by reason of such resulting compensation income or wages. Within 30 days after the Execution Date, Employee shall make an election authorized by section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Restricted Shares for which the Repurchase Right has not expired on or before the Execution Date, and Employee shall submit to the Company a copy of the statement filed by Employee to make such election. As soon as administratively feasible after the Company’s receipt of a copy of such statement, the Company or an Affiliate shall pay a special, one-time bonus to Employee in the amount of $946,151.00 (subject to applicable tax withholding and other payroll deductions).

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     (b) Employee acknowledges and agrees that he is not relying upon any written or oral statement or representation of the Company, its Affiliates, or any of their respective employees, directors, officers, attorneys or agents regarding the tax effects associated with the Restricted Shares, the Earned Shares, the Note, the Pledge Agreement, and the amendment and restatement of the Original Agreement into the form of this Agreement. Employee acknowledges and agrees that (i) in deciding to enter into the Original Agreement, the Note, and the Pledge Agreement, Employee relied on his own judgment and the judgment of the professionals of his choice with whom he has consulted, and (ii) in deciding to enter into this Agreement, Employee is relying on his own judgment and the judgment of the professionals of his choice with whom he has consulted.

     6. Disposition Rights vis-à-vis Summit Investors. In addition to the “Tag-Along”, “Drag-Along”, “Piggyback” and “Demand Registration” rights set forth in the Investors Agreement, if at any time any of the Summit Investors sell and convey Common Stock or Common Stock Equivalents such that a Change in Control will occur, then Employee will have the additional rights described in this Section 6; provided, however, that the additional rights described in this Section 6 shall in no event be applicable from and after the date of an IPO or with respect to any sale of Common Stock by the Summit Investors in connection with an IPO. Such rights shall be as described in Section 4 of Exhibit B of the Investors Agreement; provided, however, that (a) the exclusions set forth in Section 4(a) of Exhibit B of the Investors Agreement shall not apply, and (b) in lieu of determining the number of shares that Employee may include in such sale under Section 4(c) of Exhibit B of the Investors Agreement, such number shall equal the product (rounded to the nearest whole share) of (i) the aggregate number of Restricted Shares and Earned Shares and (ii) a fraction, the numerator of which is the total number of shares being sold by the Summit Investors in connection with such Change in Control, and the denominator of which is the total number of shares owned by the Summit Investors immediately prior to such Change in Control. To the maximum extent possible, all shares that Employee may tender in any sale permitted under either the Investors Agreement or this Agreement shall be Earned Shares. To the extent that any of Employee’s shares included in any such sale are Restricted Shares, then those shares shall be taken proportionately from each of the scheduled lapse dates identified in the schedule set forth in Section 4(c). For example, if on March 1, 2004, the Summit Investors sell 60% of their shares in the Company, then Employee may sell 48,000 shares. The first 20,000 of such shares shall be Earned Shares. The balance of the shares (28,000) shall be taken equally from each of the three remaining scheduled lapse dates (i.e. 9,334 from the Restricted Shares as to which the Repurchase Right will lapse on the earlier of January 20, 2005 or the date of an IPO, 9,333 from the Restricted Shares as to which the Repurchase Right will lapse on January 20, 2006, and 9,333 from the Restricted Shares as to which the Repurchase Right will lapse on January 20, 2007).

     7. Status of Stock.

     (a) Employee understands that at the time of the execution of this Agreement the Restricted Shares have not been registered under the Securities Act or any state securities law, and that the Company does not currently intend to effect any such registration. If requested to do so by the Company, Employee will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws.

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     (b) Employee agrees that the Restricted Shares are being acquired by Employee for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of an effective registration statement for the shares under the Securities Act and applicable state securities laws or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. Employee also agrees that the Restricted Shares will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws.

     (c) In addition, Employee agrees that (i) the certificates representing the Restricted Shares may bear such legend or legends as the Company deems appropriate in order to reflect the Repurchase Right and to assure compliance with this Agreement, the Investors Agreement and applicable securities laws, (ii) the Company may refuse to register the transfer of the Restricted Shares on the stock transfer records of the Company if such proposed transfer would constitute a violation of this Agreement, the Investors Agreement or any applicable securities law and (iii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares.

     8. Employment Relationship. For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company or any Affiliate. Without limiting the scope of the preceding sentence, it is specifically provided that Employee shall be considered to have terminated employment with the Company at the time the entity or other organization that employs Employee ceases to be an Affiliate. Nothing in the sale or issuance of the Restricted Shares pursuant to the Original Agreement and nothing in this Agreement shall confer upon Employee the right to continued employment by the Company or affect in any way the right of the Company to terminate such employment at any time. Any question as to whether and when there has been a termination of Employee’s employment, and the cause of such termination, shall be determined by the Board and its determination shall be final.

     9. Notices. For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Company to: Cardtronics, Inc.
3110 Hayes Rd., Suite 300
Houston, Texas 77082
Attention: General Counsel

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	with a copy to:
	The CapStreet Group, LLC 600 Travis Street, Suite 6110 Houston, Texas 77002 Attention: Mr. Fred Lummis
If to Employee to:	The address set forth on the signature page hereto.

or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices of changes of address shall be effective only upon receipt.

     10. Entire Agreement; Amendment. This Agreement replaces and merges all previous agreements and discussions relating to the same or similar subject matters between Employee and the Company and constitutes the entire agreement between Employee and the Company with respect to the subject matter of this Agreement. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. Further, Employee acknowledges and agrees that the rights and benefits provided for in this Agreement are in full substitution for the rights and benefits provided to Employee under the Original Agreement, and Employee shall no longer have any rights or claims to the rights and benefits provided for in the Original Agreement. Any modification of this Agreement shall be effective only if it is in writing and signed by both Employee and an authorized officer of the Company.

     11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Employee.

     12. Governing Law and Resolution of Disputes. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without regard to conflicts of law principles thereof. In the event of any dispute, difference or question arising between the Company and Employee in connection with this Agreement or the discussion, negotiation, drafting or making hereof, or any clause or the construction thereof, or the rights, duties or liabilities of either party, then, and in every such case, unless the parties agree on the appointment of a single arbitrator, the matter of difference shall be referred to one arbitrator appointed by the American Arbitration Association, and the arbitration of such dispute shall be administered in accordance with the employment rules of the American Arbitration Association. The arbitrator shall determine the place or places in Harris County, Texas, where meetings are to be held. The arbitrator must base his or her decision, with respect to the difference before him or her, on the contents of this Agreement and the relevant facts, and the decision of the arbitrator shall be binding on both parties. Nothing herein is or shall be deemed to preclude the Company’s resort to injunctive relief implemented by the arbitrators pursuant to this Section 12.

     IN WITNESS WHEREOF, the undersigned have executed this agreement as of the date first written above.

[Signature Page Follows]

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COMPANY: CARDTRONICS, INC.
By:	/s/ FRED LUMMIS
	Fred Lummis, Chairman
EMPLOYEE: /s/ JACK M. ANTONINI Jack M. Antonini

Notice Information: Mr. Jack M. Antonini
22107 Laurel Terrace Ct.
Katy, Texas 77450

SPOUSAL CONSENT

     Employee’s spouse, if any, is fully aware of, understands and fully consents and agrees to the provisions of this Agreement and its binding effect upon any marital or community property interests she may now or hereafter own, and agrees that the termination of her and Employee’s marital relationship for any reason shall not have the effect of removing any Restricted Shares otherwise subject to this Agreement from coverage hereunder and that her awareness, understanding, consent and agreement are evidenced by her signature below.

Employee’s Spouse

SUSAN M. ANTONINI

Susan M. Antonini

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EX-10.10

Exhibit 10.10

FIRST AMENDMENT TO
RESTRICTED STOCK AGREEMENT
(Jack M. Antonini)

     THIS FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT (“First Amendment”) is entered into by and between Cardtronics, Inc., a Delaware corporation (the “Company”), and Jack M. Antonini (“Employee”) as of March 1, 2004.

     WHEREAS, the Company and Employee have heretofore entered into that certain Restricted Stock Agreement dated as of February 4, 2004 (the “Restricted Stock Agreement”); and

     WHEREAS, the Company and Employee desire to amend the Restricted Stock Agreement in certain respects;

     NOW, THEREFORE, in consideration of the premises set forth above and the mutual agreements set forth herein, the Company and Employee hereby agree, effective as of the date first set forth above, that the Restricted Stock Agreement shall be amended as hereafter provided:

     1. The last sentence of Section 5(a) of the Restricted Stock Agreement shall be deleted and the following shall be substituted therefor:

“As soon as administratively feasible after the Company’s receipt of a copy of such statement, the Company or an Affiliate shall pay a special, one-time bonus to Employee in the amount of $1,846,417.60 (subject to applicable tax withholding and other payroll deductions).”

     2. This First Amendment (a) shall supersede any prior agreement between the Company and Employee relating to the subject matter of this First Amendment and (b) shall be binding upon and inure to the benefit of the parties hereto and any successors to the Company and all persons lawfully claiming under Employee.

     3. Except as expressly modified by this First Amendment, the terms of the Restricted Stock Agreement shall remain in full force and effect and are hereby confirmed and ratified.

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this First Amendment as of the date first set forth above.

“EMPLOYEE”	“COMPANY” CARDTRONICS, INC.
/s/ Jack M. Antonini	By:	/s/ Fred Lummis
JACK M. ANTONINI		Fred Lummis, Chairman

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EX-10.11

Exhibit 10.11

SECOND AMENDMENT TO
RESTRICTED STOCK AGREEMENT

     THIS SECOND AMENDMENT TO RESTRICTED STOCK AGREEMENT (“Second Amendment”) is entered into by and between Cardtronics, Inc., a Delaware corporation (the “Company”), and Jack M. Antonini (the “Employee”) as of February 10, 2005.

     WHEREAS, the Company and the Employee have heretofore entered into that certain Restricted Stock Agreement dated as of February 4, 2004 (the “Restricted Stock Agreement”); and

     WHEREAS, the Company and the Employee have heretofore entered into that First Amendment to Restricted Stock Agreement dated as of March 1, 2004 (the “First Amendment”); and

     WHEREAS, the Company and the Employee desire to amend the Restricted Stock Agreement, as previously amended, in certain respects;

     NOW, THEREFORE, in consideration of the premises set forth above and the mutual agreements set forth herein, the Company and the Employee hereby agree, effective as of the date first set forth above, that the Restrictive Stock Agreement shall be further amended as hereafter provided:

     1. Subparagraph (a) of the definition of the term “Change of Control” in Section 1 “Definitions” to the Restricted Stock Agreement shall be deleted and the following shall be substituted therefor:

     "(a) prior to the date of an IPO, any transaction or event pursuant to which (i) (A) the CapStreet Group, Inc. and/or its affiliates (the “CapStreet Group”) cease to own fifty percent (50%) or more of the number of shares of the Parent Company’s common stock that they own on February 11, 2005, and (B) TA Associates, Inc. and/or its affiliates (the “TA Group”) cease to collectively own 50% or more of the number of shares of the Parent Company’s common stock that they own on February 11, 2005 (on an as converted basis), (ii) any acquisition by any person or “group” (within the meaning of Section 13(d)(3) of the Securities Act of 1934, as amended), other than the CapStreet Group and/or the TA Group, of more than fifty percent (50%) of the Parent Company’s common stock (on an as converted basis) through the issuance of common stock by the Parent Company, (iii) any person or “group” (within the meaning of Section 13(d)(3) of the Securities Act of 1934, as amended), other than the CapStreet Group and/or the TA Group, has the right to designate a majority of the Board of the Directors of the Parent Company or (iv) all or substantially all of the assets of the Parent Company are transferred to an entity which such entity after such transfer is not owned by the holders of equity securities of the Parent Company in substantially the same proportions as they owned the Parent Company immediately prior to such transfer;”

     2. This Second Amendment shall be binding upon and inure to the benefit of the parties hereto and any successors to the Company and all persons lawfully claiming under the Employee.

     3. Except as expressly modified by this Second Amendment, the terms of the Restrictive Stock Agreement shall remain in full force and effect and are hereby confirmed and ratified.

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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this First Amendment as of the date first set forth above.

“EMPLOYEE”	“COMPANY” CARDTRONICS, LP
/s/ Jack M. Antonini	By:	/s/ J. Chris Brewster
JACK M. ANTONINI		Name:	J. Chris Brewster
		Title:	Chief Financial Officer

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EX-10.13

Exhibit 10.13

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into by and between Cardtronics, LP, a Delaware limited partnership (the “Company”), Cardtronics, Inc. (the “Parent Company”)and Michael Clinard (the “Employee”) effective as of January 1, 2005.

     WHEREAS, the Company and the Employee have heretofore entered into that certain Employment Agreement dated as of June 4, 2001 (the “Employment Agreement”); and

     WHEREAS, the Company and the Employee desire to amend the Employment Agreement in certain respects;

     NOW, THEREFORE, in consideration of the premises set forth above and the mutual agreements set forth herein, the Company and the Employee hereby agree, effective as of the date first set forth above, that the Employment Agreement shall be and is hereby amended as hereafter provided:

     1. Section 3.1 of the Employment Agreement shall be deleted and the following shall be substituted therefor:

     “3.1 Employment Term. The term of the Employee’s employment with the Company shall commence on the Effective Date and end on January 31, 2008 (the “Stated Term”) unless earlier terminated in accordance with this Agreement (such period of employment, as it may be earlier terminated, being referred to herein as the “Employment Term”).”

     2. The first sentence of Section 4.1 of the Employment Agreement shall be deleted and the following shall be substituted therefor:

“From and after January 1, 2005, the Company shall pay the Employee an annual gross salary of $220,500.00 (the “Base Salary”), which the Company shall pay to the Employee in bi-weekly installments in accordance with the Company’s regular payroll practice for management employees.”

     3. Section 4.3(a) of the Employment Agreement shall be deleted and the following shall be substituted therefor:

“During the Employment Term, the Employee shall be eligible for participation in and to receive all benefits under welfare benefit plans, practices, policies and programs of the Company (including the Company’s existing benefit plans), as may be in effect from time to time for other similarly situated employees of the Company, and the Employee shall be entitled to vacations and sick leave in accordance with the Company’s prevailing policy for its executives, provided that the Employee’s vacation entitlement shall be four weeks paid vacation during each one-year period commencing on the 4^th anniversary date of this Agreement.”

     4. Section 5.2 of the Employment Agreement shall be deleted and the following shall be substituted therefor:

     “5.2 Disclosure to the Employee. The Company has and will disclose to the Employee, or place the Employee in a position to have access to or develop, Confidential Information and Work Product of the Company or its Affiliates; and/or has and will entrust the Employee with business opportunities of the Company or its Affiliates; and/or has and will place the Employee in a position to develop business good will on behalf of the Company or its Affiliates. The Employee agrees to preserve and protect the confidentiality of all Confidential Information or Work Product of the Company or its Affiliates.”

     5. The text of Section 7.1 of the Employment Agreement that precedes Section 7.1(a) of the Employment Agreement shall be deleted and the following shall be substituted therefor:

     “7.1 In General. As part of the consideration for the compensation and benefits to be paid to the Employee hereunder; to protect the trade secrets and Confidential Information of the Company or its Affiliates that has been and will in the future be disclosed or entrusted to the Employee, the business good will of the Company or its Affiliates that has been and will in the future be developed in the Employee, or the business opportunities that have been and will in the future be disclosed or entrusted to the Employee by the Company or its Affiliates; and as an additional incentive for the Company to enter into this Agreement, the Company and the Employee agree to the provisions of this Section 7.1. The Employee agrees that, from the date hereof until 24 months after the date of the Employee’s termination of employment with the Company for any reason whatsoever (the “Non-Compete Period”), the Employee shall not:”

     6. Section 7.1(a) of the Employment Agreement shall be deleted and the following shall be substituted therefor:

“(a) directly or indirectly participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, contractor or otherwise with, or have any financial interest in or aid or assist anyone else in the conduct of, any business in any of the business territories in which the Company is presently or from time-to-time conducting business that either owns and operates an ATM business, which business consists of one or more of the following activities: owning, operating, and managing ATMs (a “Competitive Operation”); provided, however, that this provision shall not preclude the Employee from (i) being employed by an electronics funds processing company, an armored carrier company, ATM manufacturer, or a financial institution that may process ATM transactions and provide cash and/or cash management services to an ATM Business; (ii) being employed by any financial institution so long as Employee’s principal duties at such institution are not directly and primarily related to the ATM business; or (iii) owning less than 2% of the equity securities of any publicly held Competitive Operation so long as the Employee does not serve as an employee, officer, director or consultant to such business;”

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     7. This Amendment is executed in connection with an anticipated equity investment in Cardtronics, Inc. by TA Associates, Inc. or its affiliates. Following that investment, the Company will undertake and complete by September 30, 2005, a comprehensive compensation study covering all executive compensation issues, e.g. salary, stock options, paid holidays, and other perquisites. Upon completion of that study, Employee’s compensation package may be modified; provided, however that no such modification will involve a reduction in the Base Salary or other benefits set forth in the Employment Agreement or this Amendment or be effective unless executed by the Employee.

     8. This Amendment (a) shall supersede any prior agreement between the Company, the Parent Company, and the Employee relating to the subject matter of this Amendment and (b) shall be binding upon and inure to the benefit of the parties hereto and any successors to the Company and all persons lawfully claiming under the Employee.

     9. Except as expressly modified by this Amendment, the terms of the Employment Agreement shall remain in full force and effect and are hereby confirmed and ratified. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Employment Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment on this the 10^th day of February, 2005.

“EMPLOYEE”	“COMPANY”
	CARDTRONICS, LP
/s/ MICHAEL M. CLINARD	By:	/s/ J. CHRIS BREWSTER
Michael H. Clinard	Name:	J. Chris Brewster
	Title:	Chief Financial Officer
	“PARENT COMPANY”
	CARDTRONICS, INC.
	By:	/s/ J. CHRIS BREWSTER
	Name:	J. CHRIS BREWSTER
	Title:	Chief Financial Officer

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EX-10.15

Exhibit 10.15

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into by and between Cardtronics, LP, a Delaware limited partnership (the “Company”), Cardtronics, Inc. (the “Parent Company”), and Thomas E. Upton (the “Employee”) effective as of January 1, 2005.

     WHEREAS, the Company and the Employee have heretofore entered into that certain Employment Agreement dated as of June 1, 2001 (the “Employment Agreement”); and

     WHEREAS, the Company and the Employee desire to amend the Employment Agreement in certain respects;

     NOW, THEREFORE, in consideration of the premises set forth above and the mutual agreements set forth herein, the Company and the Employee hereby agree, effective as of the date first set forth above, that the Employment Agreement shall be and is hereby amended as hereafter provided:

     1. Section 3.1 of the Employment Agreement shall be deleted and the following shall be substituted therefore:

     “3.1 Employment Term. The term of the Employee’s employment with the Company shall commence on the Effective Date and end on January 31, 2008 (the “Stated Term”) unless earlier terminated in accordance with this Agreement (such period of employment, as it may be earlier terminated, being referred to herein as the “Employment Term”).”

     2. Section 3.3(b) of the Employment Agreement shall be deleted and the following shall be substituted therefore:

“(b) If the Employee’s employment shall terminate upon Employee’s death or pursuant to Section 3.2(b)(i) or (iii), then the Employee shall be entitled to receive severance pay equal to the Base Salary for the lesser of (A) twelve months or (B) the number of months remaining in the Stated Term.”

     3. Section 3.3(c) of the Employment Agreement shall be deleted and the following shall be substituted therefore:

“(c) Intentionally omitted.”

     4. The first sentence of Section 4.1 of the Employment Agreement shall be deleted and the following shall be substituted therefore:

“From and after January 1, 2005, the Company shall pay the Employee an annual gross salary of $210,000.00 (the “Base Salary”), which the Company shall pay to the Employee in bi-weekly installments in accordance with the Company’s regular payroll practice for management employees.”

     5. Section 5.2 of the Employment Agreement shall be deleted and the following shall be substituted therefore:

     “5.2 Disclosure to the Employee. The Company has and will disclose to the Employee, or place the Employee in a position to have access to or develop, Confidential Information and Work Product of the Company or its Affiliates; and/or has and will entrust the Employee with business opportunities of the Company or its Affiliates; and/or has and will place the Employee in a position to develop business good will on behalf of the Company or its Affiliates. The Employee agrees to preserve and protect the confidentiality of all Confidential Information or Work Product of the Company or its Affiliates.”

     6. The text of Section 7.1 of the Employment Agreement that precedes Section 7.1(a) of the Employment Agreement shall be deleted and the following shall be substituted therefore:

     “7.1 In General. As part of the consideration for the compensation and benefits to be paid to the Employee hereunder; to protect the trade secrets and Confidential Information of the Company or its Affiliates that has been and will in the future be disclosed or entrusted to the Employee, the business good will of the Company or its Affiliates that has been and will in the future be developed in the Employee, or the business opportunities that have been and will in the future be disclosed or entrusted to the Employee by the Company or its Affiliates; and as an additional incentive for the Company to enter into this Agreement, the Company and the Employee agree to the provisions of this Section 7.1. The Employee agrees that, from the date hereof until 24 months after the date of the Employee’s termination of employment with the Company for any reason whatsoever (the “Non-Compete Period”), the Employee shall not:”

     7. Section 7.1(a) of the Employment Agreement shall be deleted and the following shall be substituted therefore:

“(a) directly or indirectly participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, contractor or otherwise with, or have any financial interest in or aid or assist anyone else in the conduct of, any business in any of the business territories in which the Company is presently or from time-to-time conducting business that either owns and operates an ATM business, which business consists of one or more of the following activities: owning, operating, and managing ATMs (a “Competitive Operation”); provided, however, that this provision shall not preclude the Employee from (i) being employed by an electronics funds processing company, an armored carrier company, or a financial institution that may process ATM transactions and provide cash and cash management services to an ATM Business; (ii) being employed by any financial institution so long as Employee’s principal duties at such institution are not directly and primarily related to the ATM business; or (iii) owning less than 2% of the equity securities of any publicly held Competitive Operation so long as the Employee does not serve as an employee, officer, director or consultant to such business;”

     8. This Amendment is executed in connection with an anticipated equity investment in the Parent Company by TA Associates, Inc. or its affiliates (“TA”). Following that investment, the Company will undertake and complete no later than September 30, 2005, a comprehensive compensation study covering all executive compensation issues, e.g. salary, stock options, paid holidays, and other perquisites. Upon completion of that study, Employee’s compensation package may be modified; provided, however that no such modification will contain a reduction in the Base Salary or other benefits set forth in the Employment Agreement or this Amendment or be effective unless executed by the Employee.

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     9. The defined term “Annual Base Salary” in Exhibit “A” is deleted.

     10. This Amendment (a) shall supersede any prior agreement between the Company, the Parent Company, and the Employee relating to the subject matter of this Amendment and (b) shall be binding upon and inure to the benefit of the parties hereto and any successors to the Company and all persons lawfully claiming under the Employee.

     11. Except as expressly modified by this Amendment, the terms of the Employment Agreement shall remain in full force and effect and are hereby confirmed and ratified. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Employment Agree

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment on this the 10th day of February, 2005.

“EMPLOYEE”	“COMPANY”
	CARDTRONICS, LP
/s/ Thomas E. Upton
Thomas E. Upton	By:  /s/ J. Chris Brewster
	Name:  J. Chris Brewster
	Title:  Chief Financial Officer
	“PARENT COMPANY”
	CARDTRONICS, INC.
	By:  /s/ J. Chris Brewster
	Name:  J. Chris Brewster
	Title:  Chief Financial Officer

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EX-10.17

Exhibit 10.17

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into by and between Cardtronics, LP, a Delaware limited partnership (the “Company”), Cardtronics, Inc. (the “Parent Company”) and Chris Brewster (the “Employee”) effective as of January 1, 2005.

     WHEREAS, the Company and the Employee have heretofore entered into that certain Employment Agreement dated as of March 31, 2004 (the “Employment Agreement”); and

     WHEREAS, the Company and the Employee desire to amend the Employment Agreement in certain respects;

     NOW, THEREFORE, in consideration of the premises set forth above and the mutual agreements set forth herein, the Company and the Employee hereby agree, effective as of the date first set forth above, that the Employment Agreement shall be and is hereby amended as hereafter provided:

     1. Subparagraph (a) of the definition of the term “Change of Control” in Exhibit A to the Employment Agreement shall be deleted and the following shall be substituted therefore:

(a) prior to the date of an IPO, (i) any transaction or event pursuant to which the CapStreet Investors (formerly the Summit Investors) and TA Associates, Inc. or their respective affiliates cease collectively to own fifty percent (50%) or more the Company’s common stock equivalents, or (ii) all or substantially all of the assets of Cardtronics, Inc.; and”

     2. Section 2.1 of the Employment Agreement shall be deleted and the following shall be substituted therefor:

     “3.1 Employment Term. The term of the Employee’s employment with the Company shall commence on the Effective Date and end on January 31, 2008 (the “Stated Term”) unless earlier terminated in accordance with this Agreement (the Employee’s actual period of employment, whether extending through the Stated Term or terminated earlier in accordance with this Agreement, is referred to herein as the “Employment Term”).”

     3. The first sentence of Section 4.1 of the Employment Agreement shall be deleted and the following shall be substituted therefor:

“From and after January 1, 2005, the Company shall pay the Employee an annual gross base salary of $236,250.00 (the “Base Salary”) (as such may be adjusted from time to time pursuant to the following sentence), which the Company shall pay to the Employee in bi-weekly installments in accordance with the Company’s regular payroll practice for management employees.”

     4. Section 4.3(b) of the Employment Agreement shall be deleted and the following shall be substituted therefor:

“(b) Effective upon the 1^st anniversary date of the Employment Agreement, the Employee shall be entitled to four weeks paid vacation for each 12-month period during the Employment Term and sick leave in accordance with the Company’s prevailing policy for its executives.”

     5. Section 5.2 of the Employment Agreement shall be deleted and the following shall be substituted therefor:

     “5.2 Disclosure to the Employee. The Company has and will disclose to the Employee, or place the Employee in a position to have access to or develop, Confidential Information and Work Product of the Company or its Affiliates; and/or has and will entrust the Employee with business opportunities of the Company or its Affiliates; and/or has and will place the Employee in a position to develop business good will on behalf of the Company or its Affiliates. The Employee agrees to preserve and protect the confidentiality of all Confidential Information or Work Product of the Company or its Affiliates.”

     6. The text of Section 7.1 of the Employment Agreement that precedes Section 7.1(a) of the Employment Agreement shall be deleted and the following shall be substituted therefor:

     “7.1 In General. As part of the consideration for the compensation and benefits to be paid to the Employee hereunder; to protect the trade secrets and Confidential Information of the Company or its Affiliates that has been and will in the future be disclosed or entrusted to the Employee, the business good will of the Company or its Affiliates that has been and will in the future be developed in the Employee, or the business opportunities that have been and will in the future be disclosed or entrusted to the Employee by the Company or its Affiliates; and as an additional incentive for the Company to enter into this Agreement, the Company and the Employee agree to the provisions of this Section 7.1. The Employee agrees that, from the date hereof until 24 months after the date of the Employee’s termination of employment with the Company for any reason whatsoever (the “Non-Compete Period”), the Employee shall not:”

     7. Section 7.1(a) of the Employment Agreement shall be deleted and the following shall be substituted therefor:

“(a) directly or indirectly participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, contractor or otherwise with, or have any financial interest in or aid or assist anyone else in the conduct of, any business in any of the business territories in which the Company is presently or from time-to-time conducting business that either owns and operates an ATM business, which business consists of one or more of the following activities: owning, selling, leasing, placing, servicing, operating, and managing ATMs (a “Competitive Operation”); provided, however, that this provision shall not preclude the Employee from (i) being employed by an electronics funds processing company, an armored carrier company, or a financial institution that may process ATM transactions and provide cash and cash

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management services to an ATM Business; (ii) being employed by any financial institution so long as Employee’s principal duties at such institution are not directly and primarily related to the ATM business; or (iii) owning less than 2% of the equity securities of any publicly held Competitive Operation so long as the Employee does not serve as an employee, officer, director or consultant to such business;”

     8. This Amendment is executed in connection with an anticipated equity investment in the Parent Company by TA Associates, Inc. or its affiliates. Following that investment, the Company will undertake and complete by September 30, 2005, a comprehensive compensation study covering all executive compensation issues, e.g. salary, stock options, paid holidays, and other perquisites. Upon completion of that study, Employee’s compensation package may be modified; provided, however that no such modification will involve a reduction in the Base Salary or other benefits set forth in the Employment Agreement or this Amendment or be effective unless executed by the Employee.

     9. This Amendment (a) shall supersede any prior agreement between the Company, the Parent Company, and the Employee relating to the subject matter of this Amendment and (b) shall be binding upon and inure to the benefit of the parties hereto and any successors to the Company and all persons lawfully claiming under the Employee.

     10. Except as expressly modified by this Amendment, the terms of the Employment Agreement shall remain in full force and effect and are hereby confirmed and ratified. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Employment Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment on this the 10^th day of February, 2005.

“EMPLOYEE”	“COMPANY”
	CARDTRONICS, LP
/s/ Chris Brewster
Chris Brewster	By:  /s/ Jack M. Antonini
	Name:  Jack M. Antonini
	Title:  President
	“Parent Company”
	Cardtronics, Inc.
	By:  /s/ Jack M. Antonini
	Name: Jack M. Antonini
	Title:   President

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EX-10.18

Exhibit 10.18
 

EMPLOYMENT AGREEMENT

among

CARDTRONICS, LP,

CARDTRONICS, INC.

and

DREW SOINSKI

July 12, 2005

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS; CONSTRUCTION
	1.1	Definitions	1
	1.2	Construction	1
ARTICLE 2 EMPLOYMENT AND DUTIES
	2.1	Employment; Effective Date	1
	2.2	Position	1
	2.3	Duties and Services	2
	2.4	Duty of Loyalty	2
ARTICLE 3 EMPLOYMENT TERM, TERMINATION AND RELATED MATTERS
	3.1	Employment Term	2
	3.2	Termination.	2
	3.3	Effect of Termination	3
	3.4	Miscellaneous Terms Relating to Termination.	4
ARTICLE 4 COMPENSATION, BONUSES, BENEFITS AND STOCK PURCHASE
	4.1	Base Salary	5
	4.2	Bonuses	5
	4.3	Benefits.	5
ARTICLE 5 PROTECTION OF INFORMATION
	5.1	Disclosure to and Property of the Company	6
	5.2	Disclosure to the Employee	6
	5.3	No Unauthorized Use or Disclosure	7
	5.4	Ownership by Company	7
	5.5	Assistance by the Employee	8
	5.6	Remedies	8
ARTICLE 6 STATEMENTS CONCERNING THE COMPANY AND THE EMPLOYEE
	6.1	In General	8
ARTICLE 7 NON-COMPETITION AFTER TERMINATION
	7.1	In General	9

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Employment Agreement
Drew Soinski
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	ARTICLE 8 MISCELLANEOUS
8.1	Notices	10
8.2	Applicable Law	11
8.3	No Waiver	11
8.4	Severability	11
8.5	Counterparts	11
8.6	Withholding of Taxes and Other Employee Deductions	11
8.7	Headings	11
8.8	Gender and Plurals	11
8.9	Assignment	12
8.10	Amendment; Entire Agreement	12
8.11	Arbitration	12
8.12	Employee’s Representation	12
8.13	Other Matters	12
8.14	Indemnification	12

Exhibits:

A -	Defined Terms
B -	Form of Release Agreement

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Employment Agreement
Drew Soinski
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EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and among Cardtronics, LP, a Delaware limited partnership (the “Company”), Cardtronics, Inc., a Delaware corporation (“Cardtronics, Inc.”), and Drew Soinski, of 106 North Wilton Place, Los Angeles, California 90004 (the “Employee”), as of July 12, 2005. Cardtronics, Inc. joins in the execution of this Agreement for the sole purpose of evidencing its agreement to the provisions set forth in Sections 4.3(d), 6.1 and 8.14.

     In consideration of the employment by the Company, and of the compensation and other remuneration to be paid by the Company to the Employee for such employment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Employee, the Company and the Employee agree as follows:

ARTICLE 1
DEFINITIONS; CONSTRUCTION

     1.1 Definitions. In addition to terms defined in the body of this Agreement, capitalized terms used herein shall have the meanings given to them in Exhibit A.

     1.2 Construction. All article, section, subsection and exhibit references used in this Agreement are to this Agreement unless otherwise specified. Exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein. Unless the context of this Agreement clearly requires otherwise, (a) the singular shall include the plural and the plural shall include the singular wherever and as often as may be appropriate, (b) the words “includes” or “including” shall mean “including without limitation,” and (c) the words “hereof,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear.

ARTICLE 2
EMPLOYMENT AND DUTIES

     2.1 Employment; Effective Date. Subject to the terms of this Agreement, the Company agrees to employ the Employee, and the Employee agrees to be employed by the Company, beginning as of August 1, 2005 (the “Effective Date”) and continuing until the last day of the Employment Term.

     2.2 Position. During the Employment Term, the Employee shall serve as the Company’s Chief Marketing Officer and Executive Vice President Sales and Marketing. The Employee shall report directly to the Chief Executive Officer of the Company and of Cardtronics, Inc. As the Chief Marketing Officer and Executive Vice President Sales and Marketing, the Employee will responsible for Cardtronics’ sales and revenue, organic growth initiatives, and developing strategies to increase ATM transactions and functionalities. Employees reporting directly to the Chief Marketing Officer and Executive Vice President Sales and Marketing will be the Executive Vice President, National Sales, Vice President, Marketing, and a senior level officer (executive or senior vice president) to head a “Business Development” section, to be created in the very near future. Additionally, the Chief Marketing Officer and

Cardtronics, LP
Employment Agreement
Drew Soinski

Executive Vice President Sales and Marketing will work closely with the Executive Vice President, Financial Institutions, as a resource to help with bank branding and outsourcing opportunities.

     2.3 Duties and Services. The Employee shall perform diligently and to the best of his abilities the duties and services appertaining to the Employee’s position as provided in Section 2.2, as well as such additional duties and services appropriate to such position that the Board may determine from time to time. Employee shall work at the Company’s principal offices in Houston. Additionally, to effectively carry out his duties, Employee shall be required to travel on a regular to extensive basis; with significant international travel. The Employee’s employment shall also be subject to the policies maintained and established by the Board, as the same may be amended from time to time. In furtherance of the foregoing, the Employee shall devote his full business time, energy and efforts to the business and affairs of the Company and its Affiliates and shall not engage, directly or indirectly, in any other business or businesses, whether or not similar to that of the Company. The foregoing notwithstanding, the parties recognize that the Employee may engage in passive personal investments and other non-competitive business activities that do not conflict with the business and affairs of the Company or its Affiliates or interfere with the Employee’s performance of his duties hereunder.

     2.4 Duty of Loyalty. The Employee acknowledges and agrees that the Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and its Affiliates and to do no act that would injure the business, interests or reputation of the Company or any of its Affiliates. In keeping with these duties, the Employee shall make full disclosure to the Board of all business opportunities pertaining to the Company’s business and shall not appropriate for the Employee’s own benefit any such business opportunities.

ARTICLE 3
EMPLOYMENT TERM, TERMINATION AND RELATED MATTERS

     3.1 Employment Term. The term of this Agreement shall commence on the Effective Date and end on the third anniversary of the Effective Date (the “Stated Term”) unless earlier terminated in accordance with this Agreement (the Employee’s actual period of employment, whether extending through the Stated Term or terminated earlier in accordance with this Agreement, is referred to herein as the “Employment Term”).

     3.2 Termination. Notwithstanding the provisions of Section 3.1, the Employee’s employment shall terminate prior to the expiration of the Stated Term as follows:

(a)	automatically, upon the Employee’s death or voluntary resignation;
(b)	by the Company, upon notice to the Employee:

(i) upon the Employee becoming incapacitated by accident, sickness or other circumstance that renders him Totally Disabled;

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Employment Agreement
Drew Soinski

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(ii)

upon the occurrence of any conduct or event constituting Cause, but only after (A) an act or omission occurs which may constitute Cause, (B) the Company notifies the Employee (the “For Cause Notice”) that the Company intends to terminate his employment for Cause (and the acts or omissions which allegedly constitute Cause must be described by the Company in reasonable detail in the For Cause Notice); and (C) in the case of an act or omission described in clauses (a), (c), (d) or (f) of the definition of the term Cause set forth in Exhibit A, within 10 days after receiving such notice from the Company, the Employee fails to cure the circumstances which gave rise to a potential termination for Cause or otherwise prevent the event which constituted grounds for Cause before the occurrence of such event; or

(iii)

for any reason other than (A) the expiration of the Stated Term or (B) a reason described in Section 3.2(a), 3.2(b)(i) or 3.2(b)(ii) (termination by the Company under this clause (iii) being referred to as a “Without Cause Termination”).

     Termination under Section 3.2(b) is referred to elsewhere in this Agreement as a “Good Reason Termination.”

     3.3 Effect of Termination

          (a) If the Employee’s employment under this Agreement terminates at the expiration of the Stated Term or for any reason described in Section 3.2(a), 3.2(b)(i) or 3.2(b)(ii), all compensation, bonuses and benefits to the Employee not yet accrued hereunder shall terminate contemporaneously with the expiration of the Employment Term, but the Employee will be entitled to (i) payment of all accrued and unpaid Base Salary to the date of termination, (ii) reimbursement for all incurred but unreimbursed expenses for which the Employee is entitled to reimbursement in accordance with the Company’s written policies, (iii) benefits to which the Employee is entitled under the terms of any applicable benefit plan or program, and (iv) in the case of termination of employment for any reason other than Cause as described in Section 3.2(b)(ii), payment of any unpaid bonus for the fiscal year ending prior to the date of such termination and a pro rata bonus for the fiscal year in which such termination occurs.

          (b) If the Employee’s employment terminates because of a Without Cause Termination by the Company or a Good Reason Termination by the Employee, subject to delivery (without revocation) of the release described in Section 3.4(c) and subject to the severance mitigation provisions of Section 3.4(a), the Employee (or his estate, as applicable) shall be entitled to receive all benefits described in clauses (i) through (iv) of Section 3.3(b) and severance pay equal to the Base Salary and the benefits described in Section 4.3(a) for 12 months (the “Severance Period"). All severance payments due under this Section 3.3(b) shall become due and payable at such times and in such installments as would have been payable if the Employee had not been so terminated. During the portion, if any, of the Severance Period that the Employee elects to continue coverage for himself and his eligible dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of

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Employment Agreement
Drew Soinski
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1985, as amended (COBRA), and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall promptly reimburse the Employee on a monthly basis for the difference between the amount the Employee pays to effect and continue such coverage and the employee contribution amount that active senior executive employees pay for the same or similar coverage under the Company’s group health plans. In addition, during the Severance Period, the Employee will be entitled to continued coverage under all other Company welfare benefit plans, subject only to the requirement that he continue to pay the required premiums, if any, applicable to active senior executive employees for the same or similar coverage.

     3.4 Miscellaneous Terms Relating to Termination.

          (a) If the Employee is entitled to severance pay under Section 3.3(b) and the Employee subsequently accepts employment with or provides services to a third party for compensation on a full-time basis (which shall mean 20 hours or more per week), then the Company’s obligation to pay the Employee any severance pay thereafter shall be reduced by the gross earnings paid to or earned by the Employee from such other employment or provision of services during the Severance Period. The Employee agrees promptly to notify the Company if he accepts any employment or enters into any service arrangement as described above that provides the Employee with compensation.

          (b) Notwithstanding anything to the contrary in this Agreement, the Company may set off any amounts of money owed by the Employee to the Company (arising under this Agreement or otherwise) against any payments owed by the Company to the Employee (arising under this Agreement or otherwise).

          (c) In light of the difficulties in estimating the damages for a termination of this Agreement before the expiration of the Stated Term, the Company and the Employee hereby agree that the severance payments, if any, to be received by the Employee pursuant to Section 3.3(b) shall be received by the Employee as liquidated damages, and the Employee shall not have any right to any other payment or damages except for such liquidated damages. As a condition to receiving any severance payments owing under this Agreement, the Employee will enter into and deliver to the Company a separate full release and waiver substantially in the form attached hereto as Exhibit B (with such changes to such form as the Company or the Employee may reasonably require to reflect the circumstances relating to the termination of the Employee’s employment and/or changes in applicable law). Notwithstanding anything to the contrary in this Agreement, severance payments will not be payable by the Company unless and until the release has been executed by the Employee and has not been revoked and is no longer subject to revocation by the Employee.

          (d) Termination of the Employee’s employment with the Company (whether because of the expiration of the Stated Term or for any other reason) shall not affect the continuing applicability of the terms set forth in Articles 5, 6, 7 and 8, all of which shall continue in full force and effect during and after the Employee’s employment hereunder.

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Employment Agreement
Drew Soinski
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ARTICLE 4
COMPENSATION, BONUSES, BENEFITS AND STOCK PURCHASE

     4.1 Base Salary. During the Employment Term, the Company shall pay the Employee a gross base salary of $250,000 (as such may be adjusted from time to time pursuant to the following sentence) (the “Base Salary”), which the Company shall pay to the Employee in bi-weekly installments in accordance with the Company’s regular payroll practice for management employees. The Base Salary is expected to increase by 5% of the prior year’s Base Salary on each anniversary of the Effective Date; provided, whether an increase actually occurs is subject to the sole discretion of the Board. Thus, no obligation to increase Base Salary shall exist by reason of the foregoing expectation.

     4.2 Bonuses. In addition to the Base Salary due under Section 4.1, the Employee may be eligible for a bonus (a “Bonus”) in each fiscal year during the Employment Term in accordance with and pursuant to the Company’s then-current bonus plan (“Bonus Plan”). The Bonus Plan will be implemented and administered by the Compensation Committee of the Board, and any bonuses payable thereunder shall be based upon a number of factors determined and set by the Compensation Committee in its sole discretion. Such factors may include, but not be limited to, the achievement by the Company of certain performance objectives, and the operation of the Company within the budgets approved by the Board. Subject to achieving the performance standards set by the Compensation Committee, the targeted Bonus payable to the Employee will be 50% of the Employee’s annual Base Salary, but the ultimate Bonus amount paid to the Employee, if any, will be determined at the sole discretion of the Compensation Committee; provided, however with respect only to that portion of the Employment Term that ends on December 31, 2005, so long as Employee has not been terminated for cause the Company will pay Employee a bonus equal to 50% of his Base Salary.

If the Employment Term during any fiscal year is less than the Company’s full fiscal year, the Bonus, if any, attributable to any fiscal year shall be prorated for the actual number of days of the Employment Term that elapses during such fiscal year.

     4.3 Benefits.

          (a) During the Employment Term, except as expressly provided otherwise in this Agreement (e.g. severance, vacation, bonuses and equity incentive compensation), the Employee shall be eligible for participation in and to receive all benefits under welfare benefit plans, practices, policies and programs of the Company, including the Company’s medical, dental, disability, and 401(k) plans as may be in effect from time to time for other similarly situated employees of the Company.

          (b) The Employee shall be entitled to four weeks paid vacation for each 12-month period during the Employment Term and sick leave in accordance with the Company’s prevailing policy for its executives.

          (c) The Company shall reimburse the Employee for all reasonable and proper travel and out-of-pocket expenses incurred by the Employee in connection with the performance

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Employment Agreement
Drew Soinski
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of his duties, all in accordance with the Company’s written policies as provided to the Employee from time to time.

          (d) Effective as of August 1, 2005, Cardtronics, Inc. shall grant to the Employee an option (the “Initial Option”) to purchase 50,000 shares of Common Stock of Cardtronics, Inc. pursuant to a stock incentive plan maintained by Cardtronics, Inc. The Initial Option shall be evidenced by a Nonstatutory Stock Option Agreement executed contemporaneously herewith, and such agreement and the plan referenced therein shall govern the terms and conditions of the Initial Option. The purchase price for each share of Common Stock of Cardtronics, Inc. subject to the Initial Option shall be equal to $83.84 per share.

     4.4 Sign-On Bonus in lieu of Relocation Expenses

          (a) To compensate Employee for any and all expenses incurred commuting to and living in Houston prior to the permanent move as well as any and all expenses incurred in the family’s permanent move to Houston (“Relocation Expenses”). Within ten (10) days of reporting to work, Company will pay a $50,000 relocation bonus. In return, Employee will be solely responsible for any and all Relocation Expenses. In recognition of this benefit, Employee agrees that should at anytime prior to September 1, 2007, Employee voluntarily terminates employment with Company, Employee will pay Company a sum equal to $2,083.00 multiplied by the number of partial or whole months between the date of Employee’s voluntary termination and September 1, 2007.

ARTICLE 5
PROTECTION OF INFORMATION

     5.1 Disclosure to and Property of the Company. All information, designs, ideas, concepts, improvements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by the Employee, individually or in conjunction with others, during the Employment Term (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to the Company’s or any of its Affiliates’ business, products or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisitions prospects, the identity of customers or their requirements, the identity of key contacts within the customer’s organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks) (collectively, "Confidential Information”) shall be disclosed to the Company and are and shall be the sole and exclusive property of the Company or its Affiliates. Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression (collectively, “Work Product”) are and shall be the sole and exclusive property of the Company or its Affiliates. Upon termination of the Employee’s employment by the Company, for any reason, the Employee promptly shall deliver such Confidential Information and Work Product, and all copies thereof, to the Company.

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Employment Agreement
Drew Soinski
6

     5.2 Disclosure to the Employee. The Company shall disclose to the Employee, or place the Employee in a position to have access to or develop, Confidential Information and Work Product of the Company or its Affiliates; and/or shall entrust the Employee with business opportunities of the Company or its Affiliates; and/or shall place the Employee in a position to develop business good will on behalf of the Company or its Affiliates. The Employee agrees to preserve and protect the confidentiality of all Confidential Information or Work Product of the Company or its Affiliates.

     5.3 No Unauthorized Use or Disclosure. The Employee agrees that he will not, at any time during or after the Employee’s employment by the Company, make any unauthorized disclosure of, and will prevent the removal from the Company premises of, Confidential Information or Work Product of the Company or its Affiliates, or make any use thereof, except in the carrying out of the Employee’s responsibilities hereunder. The Employee shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. The Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, the Employee shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of the Company, the Employee agrees to deliver to the Company, at any time during the Employment Term, or thereafter, all Confidential Information that he may possess or control. The Employee agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him during the Employment Term exclusively belongs to the Company (and not to the Employee), and the Employee will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of the Employee’s obligations under this Section. As a result of the Employee’s employment by the Company, the Employee 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 venturers, and the like, of the Company and its Affiliates. The Employee also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as the Company’s Confidential Information and Work Product.

     5.4 Ownership by Company. If, during the Employment Term the Employee creates any work of authorship fixed in any tangible medium of expression that is the subject matter of copyright (such as videotapes, written presentations, or acquisitions, computer programs, E-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 the Employee or jointly with others (whether during business hours or otherwise and whether on the Company’s premises or otherwise), the Company shall be deemed the author of such work if the work is prepared by the Employee in the scope of the Employee’s employment; or, if the work is not prepared by the Employee within the scope of the Employee’s employment but is specially ordered by the Company as a contribution to a collective work, as a

Cardtronics, LP
Employment Agreement
Drew Soinski
7

part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, or as an instructional text, then the work shall be considered to be work made for hire and the Company shall be the author of the work. If such work is neither prepared by the Employee within the scope of the Employee’s employment nor a work specially ordered that is deemed to be a work made for hire, then the Employee hereby agrees to assign, and by these presents does assign, to the Company all of the Employee’s worldwide right, title, and interest in and to such work and all rights of copyright therein.

     5.5 Assistance by the Employee. During the Employment Term and thereafter, the Employee, upon reasonable notice and in exchange for reimbursement of any expenses reasonably incurred, shall assist the Company and its nominee, at any time, in the protection of the Company’s or its Affiliates’ worldwide right, title and interest in and to Work Product and the execution of all formal assignment documents requested by the Company or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreign countries.

     5.6 Remedies. The Employee acknowledges that money damages would not be sufficient remedy for any breach of this Article 5 by the Employee, and the Company or its Affiliates shall be entitled to enforce the provisions of this Article 5 by terminating payments then owing to the Employee under this Agreement or otherwise and to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article, but shall be in addition to all remedies available at law or in equity, including the recovery of damages from the Employee and his agents.

ARTICLE 6
STATEMENTS CONCERNING THE COMPANY AND THE EMPLOYEE

     6.1 In General. The Employee shall refrain, both during the Employment Term and thereafter, from publishing any oral or written statements about the Company, any of its Affiliates or any of such entities’ officers, employees and consultants, agents or representatives that are (a) slanderous, libelous or defamatory, (b) that disclose Confidential Information about the Company, any of its Affiliates or any of such entities’ business affairs, officers, employees and consultants, agents or representatives, (c) that constitute an intrusion into the seclusion or private lives of any officers, employees and consultants, agents or representatives of the Company or any of its Affiliates, (d) that give rise to unreasonable publicity about the private lives of any officers, employees and consultants, agents or representatives of the Company or any of its Affiliates, (e) that place the Company, any of its Affiliates, or any of such entities’ officers, employees and consultants, agents or representatives in a false light before the public or (f) that constitute a misappropriation of the name or likeness of the Company, any of its Affiliates or any of such entities’ officers, employees and consultants, agents or representatives; provided, however, that nothing in this Agreement shall apply to or restrict in any way the communication of information by the Employee to any state or federal law enforcement agency or require notice to the Company thereof, and the Employee will not be in breach of the covenant contained above solely by reason of his testimony which is compelled by process of law. The Company and Cardtronics, Inc. shall refrain, both during the Employment Term and thereafter, from publishing any oral or written statements regarding the Employee that are (a) slanderous,

Cardtronics, LP
Employment Agreement
Drew Soinski
8

libelous or defamatory, (b) that constitute an intrusion into the seclusion or private lives of the Employee or any member of his family, (c) that give rise to unreasonable publicity about the private lives of the Employee or his family, or (d) that place the Employee or his family in a false light before the public; provided, however, that nothing in this Agreement shall apply to or restrict in any way the communication of information by the Company or Cardtronics, Inc. to any state or federal law enforcement agency or require notice to the Employee thereof, and the Company and Cardtronics, Inc. will not be in breach of the covenant contained above solely by reason of their testimony which is compelled by process of law. A violation or threatened violation of this prohibition may be enjoined by the courts. The rights afforded the Company and its Affiliates and the Employee under this provision are in addition to any and all rights and remedies otherwise afforded by law.

ARTICLE 7
NON-COMPETITION AFTER TERMINATION

     7.1 In General. As part of the consideration for the compensation and benefits to be paid to the Employee hereunder; to protect the trade secrets and Confidential Information of the Company or its Affiliates that will in the future be disclosed or entrusted to the Employee, the business good will of the Company or its Affiliates that will in the future be developed in the Employee, or the business opportunities that will in the future be disclosed or entrusted to the Employee by the Company or its Affiliates; and as an additional incentive for the Company to enter into this Agreement, the Company and the Employee agree to the provisions of this Section 7.1. The Employee agrees that, from the date hereof until 24 months after the end of the Employment Term (the "Non-Compete Period”), the Employee shall not:

          (a) directly or indirectly participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, contractor or otherwise with, or have any financial interest in or aid or assist anyone else in the conduct of, the segment or division of any business in any of the business territories in which the Company is presently or from time-to-time conducting business that either conducts a business similar to that conducted by the Company or its Affiliates or provides or sells a service or product that is the same, substantially similar to or otherwise competitive with the products and services provided or sold by the Company or its Affiliates (a “Competitive Operation”); provided, however, that this provision shall not preclude the Employee from owning less than 2% of the equity securities of any publicly held Competitive Operation so long as the Employee does not serve as an employee, officer, director or consultant to such business;

          (b) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity either (i) hire, contract or solicit, or attempt any of the foregoing, with respect to hiring any employee of the Company or its Affiliates, or (ii) induce or otherwise counsel, advise or encourage any employee of the Company or its Affiliates to leave the employment of the Company or its Affiliates;

          (c) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other

Cardtronics, LP
Employment Agreement
Drew Soinski
9

individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity call upon, solicit, divert or take away, any customer or vendor of the Company or its Affiliates with whom the Employee dealt, directly or indirectly, during his engagement with the Company or its Affiliates, in connection with a Competitive Operation;

          (d) call upon any prospective acquisition candidate on the Employee’s own behalf or on behalf of any Competitive Operation, which candidate is a Competitive Operation or which candidate was, to the Employee’s knowledge after due inquiry, either called upon by the Company or for which the Company or any of its Affiliates made an acquisition analysis, for the purpose of acquiring such entity; or

          (e) directly or indirectly participate in the ownership, management, operation or control of more than 2% of the ownership interest in the segment or division of any business which is a customer, vendor, supplier or lessor of goods and services to the Company without the written consent of the Board which, after the Employment Term, shall not be unreasonably withheld. This restriction shall include any Family Member of the Employee. Further, the Employee shall, on an annual basis or from time to time as required by the Company, disclose which entities, if any, in which they or any Family Member directly or indirectly participate in the ownership, management, operation or control of, or are connected as an officer, employee, partner, director or otherwise with, or have any financial interest in or aid or assist anyone else in the conduct of any business that is a customer, vendor, supplier or lessor of goods, services or real property to the Company.

     It is agreed by the parties that the foregoing covenants in this Article 7 impose a reasonable restraint on the Employee.

     The covenants in this Article 7 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that the court deems reasonable, and the Agreement shall thereby be reformed.

ARTICLE 8
MISCELLANEOUS

     8.1 Notices. For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

     If to the Company to: Cardtronics, LP
3110 Hayes, Suite 300
Houston, Texas 77082
Attention: Chief Executive Officer

Cardtronics, LP
Employment Agreement
Drew Soinski
10

     If to the Employee to: Drew Soinski
106 North Wilton Place
Los Angeles, CA 90004

or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices of changes of address shall be effective only upon receipt.

     8.2 Applicable Law. This Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of Texas.

     8.3 No Waiver. No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

     8.4 Severability. To the extent permitted by applicable law, the Company and the Employee hereby agree that any term or provision of this Agreement that renders such term or provision or any other term or provision hereof invalid or unenforceable in any respect shall be modified to the extent necessary to avoid rendering such term or provision invalid or unenforceable, and such modification shall be accomplished in the manner that most nearly preserves the benefit of the Company and the Employee’s bargain hereunder. If a court of competent jurisdiction determines that any term or provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that term or provision shall not affect the validity or enforceability of any other term or provision of this Agreement, and all other terms or provisions shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a materially adverse manner with respect to either party.

     8.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

     8.6 Withholding of Taxes and Other Employee Deductions. The Company may withhold from any benefits and payments made pursuant to this Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling and all other normal employee deductions made with respect to the Company’s employees generally.

     8.7 Headings. The section headings have been inserted for purposes of convenience and shall not be used for interpretive purposes.

     8.8 Gender and Plurals. Wherever the context so requires, the masculine gender includes the feminine or neuter, the singular number includes the plural and vice-versa, “or” has the inclusive meaning identified with the phrase “and/or” and “including” has the inclusive meaning frequently identified with the phrase “but not limited to.”

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Employment Agreement
Drew Soinski
11

     8.9 Assignment. This Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company, by merger or otherwise. Except as provided in the preceding sentence and except that the Company may assign its rights hereunder to an Affiliate, this Agreement and the rights and obligations of the parties hereunder are personal and neither this Agreement nor any right, benefit or obligation of either party hereto shall be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of the other party.

     8.10 Amendment; Entire Agreement. This Agreement may not be changed orally but only by an agreement in writing agreed to and signed by both parties. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, contains all the covenants, promises, representations, warranties and agreements between the parties with respect to employment of the Employee by the Company and supersedes any and all prior agreements, including employment agreements, bonus plans, benefit plans and other compensation or benefit plans and agreements.

     8.11 Arbitration. In the event of any dispute, difference or question arising between the Company and the Employee in connection with this Agreement or the discussion, negotiation, drafting or making hereof, or any clause or the construction thereof, or the rights, duties or liabilities of either party, then and in every such case, unless the parties agree on the appointment of a single arbitrator, the matter of difference shall be referred to one arbitrator appointed by the American Arbitration Association, and the arbitration of such dispute shall be administered in accordance with the employment rules of the American Arbitration Association. The arbitrator shall determine the place or places in Harris County, Texas, where meetings are to be held. The arbitrator must base his or her decision, with respect to the difference before him or her, on the contents of this Agreement and the relevant facts, and the decision of the arbitrator shall be binding on both parties. Nothing herein is or shall be deemed to preclude the Company’s resort to the injunctive relief prescribed in this Agreement, including any injunctive relief implemented by the arbitrators pursuant to this Section 8.11.

     8.12 Employee’s Representation. The Employee hereby warrants and represents to Company that the Employee has carefully reviewed the Agreement and has consulted with such advisors as the Employee considers appropriate in connection with this Agreement, and is not subject to any covenants, agreements or restrictions, including without limitation any covenants, agreements or restrictions arising out of the Employee’s prior employment that would be breached or violated by the Employee’s execution of this Agreement or by the Employee’s performance of his duties hereunder.

     8.13 Other Matters. Employee agrees and hereby acknowledges that the obligations owed to the Employee under this Agreement are solely those of the Company, and, where expressly noted, Cardtronics, Inc. and that none of the Company’s stockholders, directors, officers, other Affiliates, representatives, agents or lenders will have any obligations or liabilities in respect of this Agreement and the subject matter hereof.

     8.14 Indemnification. The Company agrees to indemnify the Employee to the extent set forth in the Company’s and Cardtronics, Inc.’s partnership agreement or Certificate of Incorporation and By-Laws, as applicable, in effect as of the date hereof.

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Employment Agreement
Drew Soinski
12

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above, to be effective as of the Effective Date.

THE COMPANY: CARDTRONICS, LP
By:	/s/ Jack M. Antonini
	Jack M. Antonini
	President and Chief Executive Officer
EMPLOYEE:   /s/ Drew Soinski
Drew Soinski
Solely for purposes of Sections 4.3(d), 6.1 and 8.14: CARDTRONICS, INC.
By:	Jack M. Antonini
	Jack M. Antonini
	President and Chief Executive Officer

Cardtronics, LP
Employment Agreement
Drew Soinski
Signature Page

EXHIBIT A
DEFINED TERMS

     As used in the Agreement, the following terms shall have the respective meanings set forth below or set forth in the provision of the Agreement following such term.

     "Affiliate” means, with respect to any other person or entity, any other person or entity (a) that is directly or indirectly controlled by the person or entity in question, (b) that directly or indirectly controls the person or entity in question or (c) that directly or indirectly is under common control with the person or entity in question. For purposes of the foregoing definition, (i) a person or entity controls another entity if it or he directly or indirectly owns, or has the right to vote, at least 20% of the beneficial interests in the entity or if through other agreements (e.g., management agreement) has the right to control the policies of such entity; (ii) indirect control includes control held through one or more tiers of subsidiary or intervening entities (such as corporations, partnerships, trusts, or limited liability companies) and (iii) “control” includes the ability, directly or indirectly, to direct the management or policies of such entity, whether through the ownership of voting rights, pursuant to a contract, or otherwise.

     "Base Salary” shall have the meaning ascribed to such term in Section 4.1 of this Agreement.

     "Board” means the Board of Directors of Cardtronics, Inc., a Delaware corporation that indirectly owns all of the partnership interests of the Company. Cardtronics, Inc. is the sole managing partner of the general partner of the Company. In such capacity, the Board makes certain decisions on behalf of Cardtronics, Inc., which acts on behalf of the general partner of the Company.

     "Bonus” shall have the meaning ascribed to such term in Section 4.2 of this Agreement.

     “CapStreet Investors” has the meaning given such term in that First Amended and Restated Investors Agreement dated February 10, 2005 among Cardtronics, Inc. and certain of its stockholders.

     "Cause” shall exist if the Employee (a) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (b) has been indicted with respect to a felony offense, (c) has willfully refused to perform the duties and responsibilities required of him hereunder, (d) has materially breached any Company policy or code of conduct established by the Company of which he is aware or should have been aware, (e) has willfully engaged in conduct that he knows or should know is materially injurious to the Company or any of its Affiliates or (f) has materially breached any provision of this Agreement.

     "Change in Control” means:

     (a) prior to the date of an IPO, (i) any transaction or event pursuant to which the CapStreet Investors and the TA Investors cease to collectively own 50% or more of the outstanding and issued shares of or (ii) all or substantially all of the assets of

Cardtronics, LP
Employment Agreement
Drew Soinski
Exhibit A — Defined Terms

Cardtronics, Inc. are transferred to an entity that is not owned (in substantially the same proportions) by the holders of equity securities of Cardtronics, Inc. immediately prior to such transaction; and

     (b) from and after the date of an IPO, (i) a merger of Cardtronics, Inc. with another entity, a consolidation involving Cardtronics, Inc., or the sale of all or substantially all of the assets of Cardtronics, Inc. to another entity if, in any such case, (A) the holders of equity securities of Cardtronics, Inc. immediately prior to such transaction or event do not beneficially own immediately after such transaction or event equity securities of the resulting entity entitled to 60% or more of the votes then eligible to be cast in the election of directors generally (or comparable governing body) of the resulting entity in substantially the same proportions that they owned the equity securities of Cardtronics, Inc. immediately prior to such transaction or event or (B) the persons who were members of the Board immediately prior to such transaction or event shall not constitute at least a majority of the board of directors of the resulting entity immediately after such transaction or event, (ii) the dissolution or liquidation of Cardtronics, Inc., (iii) when any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (other than the CapStreet Investors or the TA Investors) acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the combined voting power of the outstanding securities of, (A) if Cardtronics, Inc. has not engaged in a merger or consolidation, Cardtronics, Inc. or (B) if Cardtronics, Inc. has engaged in a merger or consolidation, the resulting entity or (iv) as a result of or in connection with a contested election of directors, the persons who were members of the Board immediately before such election shall cease to constitute a majority of the Board. For purposes of this paragraph (b), (I) “resulting entity” in the context of a transaction or event that is a merger, consolidation or sale of all or substantially all assets shall mean the surviving entity (or acquiring entity in the case of an asset sale) unless the surviving entity (or acquiring entity in the case of an asset sale) is a subsidiary of another entity and the holders of common stock of Cardtronics, Inc. receive capital stock of such other entity in such transaction or event, in which event the resulting entity shall be such other entity and (II) subsequent to the consummation of a merger or consolidation that does not constitute a Change in Control, the term “Cardtronics, Inc.” shall refer to the resulting entity and the term “Board” shall refer to the board of directors (or comparable governing body) of the resulting entity.

     Notwithstanding the foregoing, in no event shall an IPO constitute a Change in Control.

     "Company” shall have the meaning ascribed to such term in the preamble of this Agreement.

     "Compensation Committee” means a committee formed by the Board for the purpose of determining compensation levels (including base salary, bonus and stock options) of key management and officers of the Company; provided, however, that in the event the Board does not appoint such a committee, the Board shall be considered the Compensation Committee for purposes of this Agreement.

Cardtronics, LP
Employment Agreement
Drew Soinski
Exhibit A — Defined Terms
Page 2

     "Competitive Operation” shall have the meaning ascribed to such term in Section 7.1(a) of this Agreement.

     "Confidential Information” shall have the meaning ascribed to such term in Section 5.1 of this Agreement.

     "Employee” shall have the meaning ascribed to such term in the preamble of this Agreement.

     "Employment Term” shall have the meaning ascribed to such term in Section 3.1 of the Agreement.

     "Family Member” means any relative or spouse of such person or any relative of such spouse, any one of whom has the same home as such person.

     "Good Reason Event” means any of the following events:

     (a) a Change in Control occurs;

     (b) without the Employee’s prior consent, the assignment to the Employee by the Company of duties inconsistent with the Employee’s position as Executive Vice President - International or any significant reduction or significant change in either position or job function, except in connection with the termination of employment for Cause or in connection with the termination of employment by reason of the Employee becoming Totally Disabled; or

     (c) a material breach of Article 4 of the Agreement by the Company or an Affiliate.

     "IPO” means the initial sale of any class of common stock of Cardtronics, Inc. pursuant to an effective registration statement under the Securities Act (other than a registration statement on Form S-8, Form S-4 or any successor forms).

     "Non-Compete Period” shall have the meaning ascribed to such term in Section 7.1 of this Agreement.

     “TA Investors” has the meaning given such term in that First Amended and Restated Investors Agreement dated February 10, 2005 among Cardtronics, Inc. and certain of its stockholders.

     "Totally Disabled” shall mean failure by the Employee, by reason of illness, incapacity or other disability, to perform his duties or fulfill his obligations under this Agreement in the view of the Company and as certified in writing by a competent medical physician chosen by the Company, for a cumulative total of 180 days in any 12-month period.

     "Work Product” shall have the meaning ascribed to such term in Section 5.1 of this Agreement.

Cardtronics, LP
Employment Agreement
Drew Soinski
Exhibit A — Defined Terms
Page 3

EXHIBIT B
RELEASE AGREEMENT

     This Release Agreement (this “Agreement”) constitutes the release referred to in that certain Employment Agreement (the “Employment Agreement”) dated as of July ___, 2005, by and among Drew Soinski (“Employee”), Cardtronics, LP (the “Company”) and Cardtronics, Inc. (“Parent”).

     For good and valuable consideration, including the Company’s provision of certain payments and benefits to Employee in accordance with Section 3.3(b) of the Employment Agreement and an increase in the vested percentage of the Initial Option (as such term is defined in the Employment Agreement), Employee hereby releases, discharges and forever acquits the Company, Parent, their respective Affiliates (as such term is defined in the Employment Agreement) 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 representative capacities (collectively, the “Company Parties"), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Employee’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter on or prior to the date of this Agreement including without limitation any alleged violation through the date of this Agreement of: (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Section 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Fair Labor Standards Act, as amended; (x) the Occupational Safety and Health Act, as amended; (xi) the Family and Medical Leave Act of 1993; (xii) any state anti-discrimination law; (xiii) any state wage and hour law; (xiv) any other local, state or federal law, regulation or ordinance; (xv) any public policy, contract, tort, or common law claim; (xvi) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters; (xvii) any and all rights, benefits or claims Employee may have under any employment contract, incentive compensation plan or stock option plan with any Company Party or to any ownership interest in any Company Party except as expressly provided in the Employment Agreement, the Investors Agreement of Cardtronics, Inc. and any stock option or other equity compensation agreement between Employee and Parent and (xviii) any claim for compensation or benefits of any kind not expressly set forth in the Employment Agreement or any such stock option or other equity compensation agreement (collectively, the “Released Claims"). In no event shall the Released Claims include any claim which arises after the date of this Agreement or any claim to vested benefits under an employee benefit plan . This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration recited in the first sentence of this paragraph, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. By signing this Agreement, Employee is bound by it. Anyone who succeeds to Employee’s rights and responsibilities, such as heirs or the executor of

Cardtronics, LP
Employment Agreement
Drew Soinski
Exhibit B — Release Agreement

Employee’s estate, is also bound by this Agreement. This release also applies to any claims brought by any person or agency or class action under which Employee may have a right or benefit. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

     Employee agrees not to bring or join any lawsuit against any of the Company Parties in any court relating to any of the Released Claims. Employee represents that Employee has not brought or joined any lawsuit or filed any charge or claim against any of the Company Parties in any court or before any government agency and has made no assignment of any rights Employee has asserted or may have against any of the Company Parties to any person or entity, in each case, with respect to any Released Claims.

     By executing and delivering this Agreement, Employee acknowledges that:

     (a) Employee has carefully read this Agreement;

     (b) Employee has had at least 21 days to consider this Agreement before the execution and delivery hereof to the Company;

     (c) Employee has been and hereby is advised in writing that Employee may, at Employee’s option, discuss this Agreement with an attorney of Employee’s choice and that Employee has had adequate opportunity to do so; and

     (d) Employee fully understands the final and binding effect of this Agreement; the only promises made to Employee to sign this Agreement are those stated in the Employment Agreement and herein; and Employee is signing this Agreement voluntarily and of Employee’s own free will, and that Employee understands and agrees to each of the terms of this Agreement.

     This Agreement will not be effective unless Employee executes this Agreement before a notary public on a day after ___and before ___and delivers an original counterpart of the executed and notarized Agreement to the Company on or prior to ___.

     Notwithstanding the initial effectiveness of this Agreement, Employee may revoke the delivery (and therefore the effectiveness) of this Agreement within the seven day period beginning on the date Employee delivers this Agreement to the Company (such seven day period being referred to herein as the “Release Revocation Period"). To be effective, such revocation must be in writing signed by Employee and must be delivered to the Chief Executive Officer of the Company before 11:59 p.m., Houston, Texas time, on the last day of the Release Revocation Period. If an effective revocation is delivered in the foregoing manner and timeframe, this Agreement shall be of no force or effect and shall be null and void ab initio. No consideration shall be paid [nor increase in the vested percentage of the Initial Option shall occur] if this Agreement is revoked by Employee in the foregoing manner.

Cardtronics, LP
Employment Agreement
Drew Soinski
Exhibit B — Release Agreement
Page 2

Executed on this ___day of ___, ___.

Drew Soinski
 

STATE OF	§
	§
COUNTY OF	§

     BEFORE ME, the undersigned authority personally appeared Drew Soinski, by me known or who produced valid identification as described below, who executed the foregoing instrument and acknowledged before me that he subscribed to such instrument on this ___day of ___, ___.

NOTARY PUBLIC in and for the
State of _____________
My Commission Expires: ___________
Identification produced:

Cardtronics, LP
Employment Agreement
Drew Soinski
Exhibit B — Release Agreement
Page 3

EX-10.19

Exhibit 10.19

DATED 17 MAY 2005

(1) BANK MACHINE LIMITED

(2) RON DELNEVO

AMENDED AND RESTATED SERVICE AGREEMENT

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CONTENTS

Clause

1.	Definitions and Interpretation	3
2.	Appointment and Term	6
3.	Duties	6
4.	Conflicts of Interest and Dealings in Securities	7
5.	Salary and Bonus	8
6.	Car Allowance	9
7.	Pension and other Benefits	9
8.	Holidays	10
9.	Incapacity	11
10.	Expenses	12
11.	Termination	12
12.	Confidentiality	15
13.	Protection of Business Interests	15
14.	Intellectual Property Rights	15
15.	Disciplinary and Grievance Procedure	16
16.	Working Time	17
17.	Employee Information	17
18.	Notices	18
19.	Deductions	18
20.	Disclosures in the Public Interest	18
21.	General	18

Schedule

1.	Power of Attorney	20
2.	Protection of Business Interests	22

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THIS AGREEMENT is made on 17 May 2005

BETWEEN:

(1)	BANK MACHINE LIMITED (registered number 4594964) whose registered office is at Unit 1, The Beacons, Beaconsfield Road, Hatfield, Hertfordshire AL10 8RS (the Company); and
(2)	RON DELNEVO of 119 Pollards Hill South, London SW16 4LS (the Executive).

IT IS AGREED as follows:

1.	DEFINITIONS AND INTERPRETATION
1.1	In this Agreement the following words and expressions shall have the following meanings:

Act	the Employment Rights Act 1996.
Affiliate	means with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
Articles of Association	the Articles of Association of the Company from time to time.
Board	the board of directors of the Company from time to time.
Cause	for the purposes of Exhibit B Section 8 of the Investors Agreement, “Cause” shall mean any event set out in Clause 11.3 of this Agreement.
Effective Date	17 May 2005.

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Group Company	(a)	any undertaking which from time to time is:
		(i)	a subsidiary of the Company;
		(ii)	a parent undertaking of the Company (for the avoidance of doubt, such parent undertaking to include Cardtronics, Inc. until the date it ceases to be a parent undertaking of the Company); or
		(iii)	a subsidiary of any such parent undertaking (for the avoidance of doubt, such subsidiary to include subsidiaries and Affiliates of Cardtronics, Inc. until the date Cardtronics, Inc. ceases to be a parent undertaking of the Company); or
	(b)	any other undertaking:
		(i)	in which any of the above from time to time holds directly or indirectly; or
		(ii)	which from time to time holds in any of the above directly or indirectly,
		50% or more of the issued share capital or voting rights.

	in this Agreement, the words subsidiary and parent undertaking shall have the meanings attributed to them by the Companies Act 1985.
Investors Agreement	the First Amended and Restated Investors Agreement of 10 February 2005 made between Cardtronics, Inc. and the Securityholders (as defined therein) as adhered to by the Executive on or around the date of this Agreement.
Person	means an individual, corporation, limited liability company, partnership, association, trust or other entity or organisation, including a government or political subdivision or an agency thereof.

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Share Sale and Purchase Agreement	the agreement of even date to this Agreement made between the Sellers and Cardtronics Limited.
Term	the period of the Executive’s employment hereunder.
Termination Date	(other than for the purposes of Schedule 2 to this Agreement) the date on which the employment of the Executive under this Agreement shall terminate for whatever reason.
Totally Disabled	shall for the purposes of the Non-Statutory Option Agreement of even date to this Agreement made between Cardtronics, Inc. and the Executive, mean failure by the Executive, by reason of illness, incapacity or other disability, to perform his duties or fulfil his obligations under this Agreement in the view of the Company and as certified in writing by a competent medical practitioner chosen by the Company for a cumulative total of 180 days in any 12-month period.

	and derivative expressions shall be construed accordingly.
1.2	Words and phrases which are not defined in this Agreement but which are defined in the Act, the Companies Act 1985 or the Insolvency Act 1986 shall be construed as having those meanings.
1.3	References to any statute, statutory instrument or any statutory provision shall be construed as references to the statute, statutory instrument or statutory provision as in force at the date of this Agreement and as subsequently re-enacted, consolidated or amended and shall include references to any statute, statutory instrument or any statutory provision of which it is a re-enactment, consolidation or amendment.
1.4	Unless the context otherwise requires, references in this Agreement to the masculine gender shall, where appropriate, be deemed to include the feminine and vice versa.
1.5	The Schedules to this Agreement are an integral part of this Agreement and references to this Agreement shall include reference thereto.
1.6	The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision of this Agreement.

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2.	APPOINTMENT AND TERM
2.1	The Company shall employ the Executive and the Executive shall serve the Company as Managing Director on the terms set out in this Agreement.
2.2	The Executive’s employment under this Agreement commenced on the Effective Date and shall terminate automatically on the fourth anniversary of the date of this Agreement unless terminated earlier in accordance with this Agreement.
2.3	Notwithstanding the provisions of Clause 2.2, either party may terminate the Executive’s employment by giving 12 months’ notice to the other, to expire at any time. The Executive’s employment shall in any event terminate (without any compensation due and/or payable) on the date on which the Executive reaches the age of 65.
2.4	For the purposes of the Act the Executive’s previous employment with Euronet Services (UK) Limited and with Bank Machine (Holdings) Limited counts as part of the Executive’s continuous employment with the Company and the Executive’s continuous employment accordingly began on 9 November 1999.
2.5	The Executive represents to the Company that he is entitled to enter into this Agreement and to implement and carry out its terms and that by so doing he shall not be in breach of any obligation (contractual or otherwise) to any third party which would entitle that third party to damages or any other remedy at law.
3.	DUTIES
3.1	The Executive shall perform the duties and exercise the powers which from time to time may be assigned to him or vested in him by the Board and shall devote the whole of his time, ability and attention to his duties under this Agreement during normal office hours and at such other times as may be reasonably required for the proper performance of his duties and he shall use his best endeavours to promote the interests of the Company and any Group Company and shall not knowingly do or willingly permit to be done anything to the prejudice, loss or injury of the Company or any Group Company and shall carry out such duties in a competent manner. The Executive shall not be entitled to any additional remuneration for work performed outside normal office hours.
3.2	The Company shall be entitled at any time:

3.2.1 subject to the Executive’s prior written consent to appoint a further executive, director or employee having responsibilities similar to the Executive to act jointly with the Executive

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and in that event the Executive shall perform his duties and exercise his powers in a manner which shall be consistent with such appointment; and

3.2.2 to require the Executive to perform services (which are consistent with his current role) without any entitlement to additional remuneration arising not only for the Company but also for any Group Company including, if so required, acting as a director of any Group Company.

3.3	The Executive shall at all times keep the Board promptly and fully informed (in writing if so requested) of his conduct of the business or affairs of the Company and any Group Company and provide such explanations of his conduct as the Board may reasonably require.
3.4	Notwithstanding the provisions of Clause 3.1, the Company may, at any time following the giving of notice by either party to terminate this Agreement and for such period as it may specify not exceeding the length of notice given, cease to provide work for the Executive, in which event during such period the other provisions of this Agreement, including those relating to the Executive’s remuneration, and the provisions of Clause 4.1 shall continue to have full force and effect, but the Executive shall not be entitled to access to any premises of the Company or any Group Company, or to contact any Relevant Customers, Prospective Customers or Relevant Suppliers of the Company or any Group Company without the Company’s written consent. During such period, the Board shall be entitled at any time to appoint a further executive, director or employee having responsibilities similar to the Executive to perform the Executive’s duties.
3.5	Subject always to Clause 4, during the Term the Executive shall not without the prior written consent of the Board engage in any activities, public office or other occupation outside his employment which may detract from the proper and timely performance of his duties under this Agreement.
3.6	The Executive’s principal place of work shall be at Unit 1, The Beacons, Beaconsfield Road, Hatfield, Hertfordshire AL10 8RS or such other location in the United Kingdom as may be required by the Company from time to time (whether on a permanent or temporary basis) and he shall undertake any travel (within the United Kingdom or abroad) as may be necessary for the proper performance of his duties. Travelling and other expenses shall be reimbursed in accordance with Clause 10.
4.	CONFLICTS OF INTEREST AND DEALINGS IN SECURITIES
4.1	During the Term, the Executive shall not whether alone or jointly with or on behalf of any other person, firm or company and whether as principal, partner, manager, employee, contractor, director, consultant, investor or otherwise (except as a representative or nominee of the Company or any

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Group Company or otherwise with the prior consent in writing of the Board) be engaged, concerned or interested in any other business or undertaking which:

4.1.1	is wholly or partly in competition with any business carried on by the Company or any Group Company, or
4.1.2	as regards any goods or services is a supplier to or customer of the Company or any Group Company,

provided that the Executive may hold (directly or through nominees) by way of bona fide personal investment

(a)

any units of any authorised unit trust and up to 1% of the issued shares, debentures or other securities of any class of any company whose shares are listed on a recognised investment exchange within the meaning of section 285 of the Financial Services and Markets Act 2000 or dealt in the Alternative Investment Market or any such other exchange as may be specified by the Board from time to time; and

(b)

any shares in Euronet Worldwide Inc. acquired as a result of the exercise of any option granted to the Executive pursuant to the Euronet Long Term Incentive Plan adopted by Euronet Worldwide Inc. on 17 December 1996.

4.2	The Executive acknowledges that he shall not enter into any transaction which contravenes the insider dealing provisions contained in Part V of the Criminal Justice Act 1993.
4.3	The Executive shall at all times comply with any share dealing rules adopted from time to time by the Company for directors of the Company and any Group Company and/or their employees.
5.	SALARY AND BONUS
5.1	The Executive shall receive a fixed annual salary of £135,000 which shall accrue from day to day and be payable by equal monthly instalments in arrears on or before the last day of each calendar month or such salary as may be agreed and confirmed to the Executive in writing by the Company in its sole discretion from time to time. The Executive shall be eligible to be considered for a discretionary increase of up to 5% in fixed annual salary provided that the Executive shall not be entitled to any such increase unless approved by the Board of the Company and the Board shall have sole discretion as to whether to award such an increase.
5.2	In addition to the Executive’s fixed annual salary, the Company may pay to the Executive a bonus from time to time of such amount as the Company shall in its sole discretion determine. The

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	Executive shall be eligible to be considered for payment of a discretionary bonus of up to 40% of salary, based on the Company’s assessment of both the Executive’s personal performance and the performance of the Company and Group Companies, provided that the Executive shall not be entitled to be considered for a discretionary bonus unless approved by the Board of the Company and the Board shall have sole discretion as to whether to award such a bonus. For the avoidance of doubt, this Subclause 5.2 shall supersede existing arrangements in relation to the Executive Directors Bonus Plan 2005. The Remuneration Committee resolution dated 18 March 2005 relating to Executive Bonus arrangements in respect of the Executive shall continue to apply subject to a 30% cap in relation to basic salary. The Executive will be eligible for consideration for an additional discretionary bonus of up to 10% of basic salary at the discretion of the Cardtronics Board of Directors’ Compensation Committee, based on the performance of the Company and of the Executive.
5.3	The Executive shall not be entitled to any fees in respect of any directorship of the Company or any Group Company and to give effect to this Clause the Executive shall forthwith pay to the Company or procure that the Company is paid all such fees received.
6.	CAR ALLOWANCE
	During the Term, the Company shall provide the Executive with a car allowance of £12,000 per annum subject to tax and National Insurance which shall be payable by equal monthly instalments on or before the last day of each calendar month.
7.	PENSION AND OTHER BENEFITS
7.1	The Company shall pay an annual contribution (in equal monthly instalments) of 10% of the Executive’s basic annual salary payable from time to time under Clause 5.1 (which for the avoidance of doubt excludes any bonus payable under Clause 5.2) into a personal pension scheme to be nominated by the Executive. Such contributions shall be subject to the rules of such scheme and any Inland Revenue limits from time to time in force.
7.2	A contracting-out certificate under the Pension Schemes Act 1993 is not in force for the Executive’s employment.
7.3	During the Term, the Company shall pay in respect of the Executive, his spouse and dependent children premiums to a private medical insurance scheme with a level of benefits comparable to those provided as at the date of this Agreement.

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7.4	During the Term, the Company shall pay premiums to a life assurance scheme selected by the Company and approved by the Inland Revenue for the Executive save that the Company shall not be bound to pay such premiums to the extent that, and so long as, in the reasonable opinion of the Company from time to time, life assurance at the requisite levels cannot reasonably be obtained for the Executive at normal rates of premium for the Executive’s age and sex. The Company shall be entitled at any time to cease paying premiums to such life assurance scheme provided that it pays premiums to a replacement life assurance scheme intended to provide benefits which taken overall are broadly comparable with those of the original life assurance scheme.
7.5	During the Term, the Company shall pay premiums in respect of the Executive into a Directors and Officers Liability Assurance Policy on such terms and at such level as shall be determined by the Company in its absolute discretion from time to time.
7.6	Any benefits and/or cover available under Clauses 7.3, 7.4 and 7.5 above are/is subject to the rules of the relevant scheme from time to time in force, which are available on request from the Company, and to the approval of the relevant insurer.
8.	HOLIDAYS
8.1	The Executive shall, subject to this Clause 8, be entitled (in addition to the usual public and bank holidays in England and Wales) to 25 days’ holiday on full pay in every calendar year to be taken at such reasonable time or times as the Board shall approve provided that the Board may require the Executive to take his outstanding holiday entitlement in any calendar year during any notice period under Clause 2.3. The Executive may carry forward up to 5 days’ holiday from one calendar year to the following calendar year (provided that such carried forward holiday may only be taken in that following calendar year) but any other holiday not so used in a calendar year may not be carried forward and the Executive shall, subject to Clause 8.2, have no right to payment in lieu of any holiday not taken.
8.2	For the calendar year in which the Executive’s employment commences the Executive shall be entitled to his annual holiday entitlement calculated on a pro rata basis. Upon termination of the Executive’s employment the Executive shall either be entitled to salary in lieu of any outstanding pro rata holiday entitlement or be required to repay to the Company any salary received in respect of holiday taken in excess of his pro rata holiday entitlement, such payment to be calculated on the basis of l/260th of the fixed annual salary payable to the Executive pursuant to Clause 5.1 for each day of outstanding or excess holiday entitlement as appropriate.

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8.3	If this Agreement is terminated under Clause 11.3, Clause 8.2 continues to apply save that the Executive will be entitled to the sum of £1 in lieu of holiday not taken at the Termination Date.
9.	INCAPACITY
9.1	The Executive shall from time to time at the request and expense of the Company submit to medical examinations and tests by a medical practitioner nominated by the Company to help determine his fitness for continued employment or in connection with any benefits provided in connection with his employment, the results of which shall, subject to the provisions of the Access to Medical Reports Act 1988 (as applicable), be disclosed to the Company.
9.2	If the Executive is absent from and unable to perform his duties as a result of his incapacity for a period of 7 days or more he will produce medical certificates to the Company in respect of his absence.
9.3	Subject to Clause 9.4, if the Executive shall be absent from and unable properly to perform his duties owing to his incapacity, the Executive shall be entitled to full salary and benefits excluding any bonus or commission for up to 16 weeks of such absence in any rolling period of 12 consecutive months. For the avoidance of doubt, such entitlement shall be limited to each rolling 12-month period. Payment (if any) in respect of any further period of absence shall be at the discretion of the Company.
9.4	The Executive’s entitlement under Clause 9.3 shall cease if at any time the Executive becomes eligible to receive benefits under any permanent health insurance scheme or any other such scheme in respect of which the Company or any Group Company pays or has paid premiums on behalf of the Executive, in which case the Company shall have no further obligation to the Executive under this Clause.
9.5	During any period of absence referred to in Clause 9.2, the Board shall be entitled at any time to appoint a further Executive Director or employee to perform the Executive’s duties and to exercise his powers. Following the conclusion of any such period of absence, such further Executive Director or employee shall only continue in that role for as long as is deemed necessary by the Board for the adequate handover of the Executive’s duties back to the Executive.
9.6	The Company shall pay the Executive all sums payable by way of statutory sick pay in accordance with the legislation in force at the time of absence and any remuneration paid under Clause 9.3 shall be deemed to be inclusive of statutory sick pay.

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9.7	The Executive shall promptly inform the Company if his inability to perform his duties results from incapacity caused by a third party and for which compensation is or may be recoverable by or on behalf of the Executive. In that event, any payments made under Clause 9.3 shall be treated as being made to the Executive by way of loan and shall be recoverable by the Company. The Executive will keep the Board regularly informed of the progress of any action which he takes against such third party, provide such information as the Board may from time to time reasonably require and will immediately notify the Board in writing of any compromise, settlement, award or judgment in connection with the claim. At the Board’s request, the Executive will refund to the Company the lesser of the amount recovered by him and the aggregate cost of payments and benefits provided under Clause 9.3 in respect of such period of absence. Any such payment under this Clause shall be subject to the maximum aggregate sum permitted to be lent by the Company to the Executive under the restrictions contained in the Companies Act 1985 relating to loans made to directors.
10.	EXPENSES
	The Executive shall be entitled to be reimbursed all reasonable out-of-pocket expenses (including hotel, travelling and entertainment expenses but excluding any car parking fines or road traffic offence fines) reasonably incurred by him in the proper performance of his duties, subject to the production of such receipts or other evidence as the Company may reasonably require and subject to the Company’s executive expense reimbursement policies adopted from time to time.
11.	TERMINATION
11.1	The Company shall at all times be entitled to terminate this Agreement pursuant to Clauses 2.2, 11.2, or 11.3 notwithstanding that such termination may prejudice the Executive’s eligibility for or entitlement to receive benefits under any permanent health insurance scheme or any other such scheme in respect of which the Company or any Group Company pays or has paid premiums for the Executive or to sick pay referred to in Clause 9.3.
11.2	The Company may, at its sole and absolute discretion, terminate the Executive’s employment forthwith at any time by serving a notice under this Clause stating that this Agreement is being terminated in accordance with this Clause 11.2 and undertaking to pay to the Executive within 14 days salary in lieu of any required period of notice or unexpired part thereof (subject to tax and National Insurance) together with any accrued holiday entitlement only in full and final settlement of his contractual claims, with deductions pursuant to Clause 8.2 where appropriate. For the avoidance of doubt, any such payment in lieu of notice shall not exceed 12 months. Where the Company terminates this Agreement in accordance with this Clause the terms of, inter alia, Clause 12, Clause 14 and Schedule 2 shall remain in full force and effect.

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11.3 Notwithstanding the provisions of Clauses 11.1 and 11.2, the Company shall be entitled, by notifying the Executive in writing, to terminate this Agreement and the Executive’s employment forthwith without any payment by way of compensation, damages, payment in lieu of notice or otherwise if the Executive shall:

11.3.1	commit any act of serious misconduct;
11.3.2	commit any material or persistent breach of any of the terms or conditions of this Agreement, the Share Sale and Purchase Agreement or the Investors Agreement including any wilful neglect or refusal to carry out any of his duties or to comply with any reasonable instruction given to him by the Board provided that if any such breach or any such neglect or refusal is, in the reasonable opinion of the Board, capable of remedy then this Clause 11.3.2 shall have effect only if written notice of that breach is served by the Company on the Executive specifying that it is served under this Clause 11.3.2 and the Executive shall have failed to remedy such a breach within 30 days of the service of such notice;
11.3.3	have a bankruptcy order made against him or shall compound with or enter into any voluntary arrangements with his creditors;
11.3.4	be charged with or convicted of any criminal offence (other than an offence under road traffic legislation in the UK or elsewhere for which a penalty of imprisonment cannot be imposed);
11.3.5	be disqualified from holding office in the Company or any other company under the Insolvency Act 1986 or the Company Directors Disqualification Act 1986 or be disqualified or disbarred from membership of, or be subject to any serious disciplinary sanction by, any professional or other body, which undermines the confidence of the Board in the Executive’s continued employment with the Company;
11.3.6	act in any way which may in the reasonable opinion of the Board bring the Company or any Group Company into disrepute or discredit; or
11.3.7	except where this has been required by the Company pursuant to Clause 11.4.2 resign as a director of the Company,

in which event, for the purposes of this Agreement, the Termination Date shall be the date of the written notice terminating the Executive’s employment.

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11.4 The Executive shall resign from the Board and the boards of any Group Company of which he is a director:

11.4.1	immediately on death;
11.4.2	if at any time during the term the Executive is prevented from performing his duties whether through incapacity in excess of 3 consecutive months or because the Company has exercised its rights under Clause 3.4 and the Company requires the Executive to resign; and in any event
11.4.3	on the Termination Date.

11.5	The Executive shall, at the time of signing this Agreement, appoint the Company as his attorney by executing a Power of Attorney in the form set out in Schedule 1.
11.6	The exercise by the Company of its right of termination under Clause 11.3 shall be without prejudice to any other rights or remedies which the Company or any Group Company may have or be entitled to exercise against the Executive.
11.7	If the employment of the Executive under this Agreement shall be terminated for the purpose of reconstruction or amalgamation only whether by reason of the liquidation of the Company or otherwise and he shall be offered employment with any concern or undertaking resulting from this reconstruction or amalgamation on terms and conditions no less favourable than the terms of this Agreement (including for the avoidance of doubt his length of continuous employment) then the Executive shall have no claim against the Company in respect of the termination of his employment hereunder.
11.8	The Executive shall not at any time during any period when he is required to cease the performance of his duties under Clause 3.4 or after the Termination Date make any public statements in relation to the Company or any Group Company or any of their officers or employees. The Executive shall not after the Termination Date represent himself as being employed by or connected with the Company or any Group Company.
11.9	All property of the Company and any Group Company including all credit, charge and expense cards, books, notes, memoranda, correspondence, tapes, codes, keys, papers, drawings, designs, documents, records, computer discs, computer hardware, computer software and mobile telephones in the possession or control of the Executive are and remain the property of the Company or such Group Company and the Executive shall deliver all such items in his possession, custody or control immediately to the Company on the Termination Date, or earlier if requested by the Company.

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12.	CONFIDENTIALITY
12.1	The Executive acknowledges that during the Term he shall in the performance of his duties become aware of trade secrets and other confidential information relating to the Company, the Group Companies, their businesses and its or their past, current or prospective clients or customers and their businesses.
12.2	Without prejudice to his general duties at common law in relation to such trade secrets and other confidential information, the Executive shall not during the Term or at any time thereafter disclose or communicate to any person or persons or make use of or copy (other than in the proper performance of his duties under this Agreement) and shall use his best endeavours to prevent any disclosure, communication or use by any other person of any such trade secrets or confidential information and all books, notes, memoranda, correspondence, papers, drawings, designs, documents, records, computer discs, computer hardware or computer software containing such trade secrets or confidential information except he shall be permitted to do so where disclosure is required by law or with the express written consent of the Board.
12.3	The provisions of this Clause shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of the Executive.
12.4	For the avoidance of doubt, the Executive’s obligations in relation to confidential information gained during the course of the Executive’s employment under this Clause 12 relate to the Company and to any Group Company, even if a Group Company ceases to be a Group Company after the Executive has become aware of such confidential information, and such obligations shall survive the termination or expiry of this Agreement.
13.	PROTECTION OF BUSINESS INTERESTS
	The Executive shall be bound by the provisions of Schedule 2.
14.	INTELLECTUAL PROPERTY RIGHTS
14.1	To the extent permitted by law, all intellectual property rights which arise during the period of the Executive’s employment by the Company and by virtue of his activities in the course of his employment shall belong to the Company absolutely. These shall include (without limitation) copyright, trade marks, patents and other rights in inventions, trade and business names, design rights and registered designs, rights in know-how and rights in databases and in each case whether registered or unregistered which may from time to time subsist in any part of the world and all applications for the grant of the foregoing.

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14.2	The Executive further acknowledges that he has a special obligation to further the interests of the Company’s undertaking (for the purposes of Section 39(1)(b) of the Patents Act 1977) and agrees that patent rights which arise from an invention made in the course of the normal duties of the Executive or outside the course of those duties (as envisaged by Section 39(1)(a) of the said Act) shall belong to the Company absolutely.
14.3	The Executive shall, at the request and expense of the Company, forthwith execute such documents and do such things as may reasonably be required to obtain and enforce the Company’s interest in any intellectual property rights falling within the scope of Clause 14.1.
14.4	The Executive shall at the time of signing this Agreement appoint the Company as his attorney in the form set out in Schedule 1.
14.5	Where any intellectual property rights falling within the scope of Clause 14.1 have been created jointly by the Executive and any other person or persons, the Executive shall, without prejudice to his obligations under this Clause 14, use his best endeavours to procure that the other person or persons assign(s) to the Company his or their interest in such rights.
14.6	Without prejudice to his obligations under Clauses 11.9 or 14.1 of this Agreement, the Executive shall immediately on the Termination Date, or earlier if requested by the Company, deliver to the Secretary of the Company or such other person as the Board may nominate in writing all materials in his possession or in his control relating to any intellectual property rights belonging to the Company (including rights falling within the scope of Clause 14.1 which have not yet formally vested in the Company) which shall include (without limitation) all reports, studies, data, drawings, diagrams, charts, designs, records and computer software on whatever media together with all drafts and working papers relating to such materials.
15.	DISCIPLINARY AND GRIEVANCE PROCEDURE
15.1	Any disciplinary matters affecting the Executive will be dealt with by the Board and shall be in accordance with the relevant UK legislation in respect of disciplinary and grievance procedures in force from time to time. There are no specific disciplinary rules affecting the Executive. Should the Executive wish to appeal against any disciplinary decision he should submit his appeal in writing to the Board whose decision on such appeal shall be final.
15.2	If the Executive wishes to seek redress for any grievance relating to his employment he should first discuss the matter with the Board. Any grievance procedures shall be conducted in accordance with the relevant UK legislation in respect of disciplinary and grievance procedures in force from time to

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	time. If the matter is not settled following discussion with the Board, the Executive should submit his grievance to the Board in writing.
15.3	In order to investigate a complaint against the Executive, the Company reserves the right to suspend the Executive on full pay with full entitlement to all other benefits and to exclude the Executive from any premises of the Company and any Group Company for so long as it deems necessary to carry out a proper investigation and to hold any appropriate disciplinary hearings.
16.	WORKING TIME
16.1	The Working Time Regulations 1998 provide that the average working time including overtime must not exceed 48 hours for each period of 7 days. The Executive agrees that this limit shall not apply to him. This agreement regarding the Working Time Regulations will remain in force indefinitely during the Executive’s employment with the Company but the Executive or the Company may terminate this agreement regarding the Regulations at any time by giving not less than three months’ written notice to the other. The Executive must supply to the Company on request information regarding the hours the Executive has worked (whether for the Company or, to the extent allowed by the Executive’s obligations to the Company, anyone else) to enable the Company to comply with its obligations under the Regulations.
16.2	Normal office hours are 9 a.m. to 5 p.m. Monday to Friday, but due to the particular needs of the Company, the Executive is required to work such hours as the needs of the business requires. This may include working in the evenings outside normal office hours, at weekends or on public holidays. No additional pay or time off will be permitted.
17.	EMPLOYEE INFORMATION
17.1	The Company and/or any Group Company processes employee information which is held for the purposes of staff administration (the Agreed Purposes).
17.2	Processing includes obtaining, holding, editing, destroying and disclosing employee information to any Group Company and/or any third parties (for example, insurers, pension scheme trustees, banks and other employers following a business transfer or merger) for the Agreed Purposes (Processing or Process).
17.3	The Company may transfer employee information to any Group Company and/or any third parties (for example, insurers, pension scheme trustees, banks and other employers following a business transfer or merger) located inside and outside the European Economic Area in order to Process employee information for the Agreed Purposes.

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17.4	The Executive agrees to provide his employee information to the Company and consents to the Processing of employee information (either inside or outside the EEA) for the Agreed Purposes.
17.5	If the Executive’s circumstances change at any time he should inform the Company as soon as possible in order to ensure that all employee information remains accurate.
18.	NOTICES
	Any notice to be given under this Agreement shall be in writing. Notices may be served by either party by personal service or by recorded delivery or by first-class post addressed to the other party or by leaving such notice at (in the case of the Company) its registered office for the time being and (in the case of the Executive) his last known address and any notice given shall be deemed to have been served at the time at which the notice was personally served or if sent by recorded delivery at the time of delivery as recorded or if sent by first-class post on the second working day after posting or in the case of being left as appropriate at the registered office or last known address, the date on which it was so left.
19.	DEDUCTIONS
19.1	The Executive shall pay to the Company any sums owing by him to the Company upon demand by the Company at any time (whether during the Term or thereafter).
19.2	For the purposes of the Act and otherwise, the Executive consents to the deduction from his wages or from any other sums owed to the Executive by the Company of any sums owing by him to the Company at any time.
19.3	This Clause is without prejudice to the rights of the Company to recover any sums or balance of sums owing by the Executive to the Company by legal proceedings.
20.	DISCLOSURES IN THE PUBLIC INTEREST
	Nothing in this Agreement shall preclude the Executive from making a protected disclosure under the Act.
21.	GENERAL
21.1	The information in this Agreement constitutes a written statement of the terms of employment of the Executive in accordance with the provisions of the Act.

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21.2	Except for the bonus agreement between Bank Machine Limited and the Executive of even date with this Agreement, this Agreement (including the Schedules to it) constitutes the entire and only legally binding agreement between the parties relating to the employment of the Executive by the Company or any Group Company and replaces any previous employment agreements or arrangements and for the avoidance of doubt, replaces the agreement dated 17 January 2003 between the Executive and Bank Machine (Holdings) Limited. No variation to this Agreement shall be effective unless made by the parties and evidenced in writing and signed by or on behalf of the parties and expressed to be such a variation.
21.3	This Agreement may be executed in one or more counterparts which, when taken together, shall be deemed to constitute the entire agreement.
21.4	No term in this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists or is available apart from that act.
21.5	Where, in connection with this Agreement, the Executive undertakes any obligation in respect of any Group Company, the Executive unconditionally and irrevocably acknowledges and agrees that the Company is entering into this Agreement and accepting the benefit of such obligations not only for itself but also as agent and trustee for such other Group Company.
21.6	No failure or delay by the Company in exercising any remedy, right, power or privilege under or in relation to this Agreement shall operate as a waiver of the same nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
21.7	No waiver by the Company of any of the requirements of this Agreement or of any of its rights under this Agreement shall have effect unless given in writing and signed by the Board. No waiver of any particular breach of the provisions of this Agreement shall operate as a waiver of any repetition of that breach.
21.8	If any provision of this Agreement shall be, or become, void or unenforceable for any reason within any jurisdiction, this shall affect neither the validity of that provision within any other jurisdiction nor any of the remaining provisions of this Agreement.
21.9	This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of England.

AS WITNESS the hands of the parties hereto or their duly authorised representatives:

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SCHEDULE 1

POWER OF ATTORNEY

BY THIS POWER OF ATTORNEY made on 17 May 2005, I, RON DELNEVO of 119 Pollards Hill South, London SW16 4LS in accordance with the terms of the service agreement (the Service Agreement) of even date between myself and BANK MACHINE LIMITED (the Company) APPOINT the Company to act as my attorney with authority and on my behalf (so that words and expressions defined in the Service Agreement shall have the same meanings herein):

(a)	on or after the Termination Date to do all such things and sign any documents as may be required under the constitution of the Company and each Group Company to make my resignation as a director of those companies effective; and
(b)	to sign or execute any and all agreements, instruments, deeds or other papers and to do all such things in my name as may be necessary or desirable to implement my obligations in connection with Clause 14 of the Service Agreement; and
(c)	after the expiry of 2 days from the Company having requested my resignation pursuant to Clause 11.4.2 of the Service Agreement to do all such things and sign any documents as may be required under the constitution of the Company and each Group Company to make my resignation as a director of those companies effective; and
(d)	in respect of any shares in the Company or any Group Company which are vested in me as a nominee of the Company or any Group Company, to sign or execute any and all instruments, deeds or other papers and to do all such things as may be necessary or desirable to transfer all such shares; and
(e)	to appoint any substitute attorney and to delegate to that substitute all or any powers conferred by this Power of Attorney.

I declare that this Power of Attorney, having been given by me to secure my obligations in connection with Clauses 11.4 and 14 of the Service Agreement, shall be irrevocable in accordance with Section 4 of the Powers of Attorney Act 1971.

IN WITNESS whereof this Power of Attorney has been duly executed.

EXECUTED as a DEED and	)
DELIVERED by	) /s/ Ron Delnevo
RON DELNEVO	)
in the presence of:	) /s/ Ylan Steiner, Solicitor

20

Witness’ name:

Address:

Occupation:

21

SCHEDULE 2

PROTECTION OF BUSINESS INTERESTS

1. In this Schedule the following words and expressions shall have the following meanings:

Business	the business or businesses of the Company or any Group Company in or with which the Executive has been involved or concerned in the course of his employment at any time during the Relevant Period.
Directly or Indirectly	the Executive acting either alone or jointly with or on behalf of any other person, firm or company, whether as principal, partner, manager, employee, contractor, director, consultant, investor or otherwise.
Key Personnel	the Chairman; the Finance Director, the Sales Director, and the Operations Director (in each case of the Company); and any other person who is at the Termination Date or was at any time during the Relevant Period employed or engaged as a consultant in the Business in an executive or senior managerial or senior sales capacity and in each case with whom the Executive has had dealings in the course of his employment other than in a minimal way at any time during the Relevant Period.
Prospective Customer	any person, firm or company who has been engaged in negotiations with the Company or any Group Company with a view to entering into a contract for purchasing or leasing of goods and/or services from the Company or any Group Company at any time during the Relevant Period in which negotiations the Executive has been personally concerned other than in a minimal way in the course of his employment.
Relevant Area	United Kingdom and the Republic of Ireland.
Relevant Customer	any person, firm or company who at any time during the Relevant Period was a customer of the Company or any Group Company, with whom or which the Executive directly dealt other than in a minimal way or for whom or which the Executive

22

	was responsible or in respect of whom the Executive was in possession of confidential information in the course of his employment at any time during the Relevant Period whether or not goods and/or services were provided during that period.
Relevant Goods and Services	any other goods and/or services which are (a) the same as or (b) similar to those supplied by the Company or any Group Company at any time during the Relevant Period, or those planned to be supplied by the Company or any Group Company at any time during the Restricted Period, in particular the provision of commercial and operational services for the ownership and/or outsourced management of Automated Teller Machines, and in the supply or planned supply of which the Executive was directly concerned other than in a minimal way in the course of his employment at any time during the Relevant Period.
Relevant Period	the period of 12 months immediately prior to the Termination Date or, where the Executive has not been provided with work pursuant to Clause 3.4 of this Agreement, the period of 12 months immediately prior to the start of any period during which the Executive has not been provided with work pursuant to Clause 3.4 of this Agreement.
Relevant Supplier	any person, firm or company who at any time during the Relevant Period was a supplier to the Company or any Group Company of any goods or services and with whom or which the Executive had direct dealings in the course of his employment other than in a minimal way at any time during the Relevant Period.
Restricted Period	the period of 12 months starting with the Termination Date less any period during which the Executive has not been provided with work pursuant to Clause 3.4 of this Agreement.
Termination Date	the date on which the employment of the Executive under this Agreement shall terminate.

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2. The Executive shall not without the prior written consent of the Board directly or indirectly at any time during the Restricted Period:

2.1	solicit away from the Company or any Group Company; or
2.2	endeavour to solicit away from the Company or any Group Company; or
2.3	employ or engage; or
2.4	endeavour to employ or engage,

any Key Personnel.

3. The Executive shall not without the prior written consent of the Board directly or indirectly at any time within the Restricted Period:

3.1	solicit the custom of; or
3.2	deal with,

any Relevant Customer or Prospective Customer in respect of any Relevant Goods and Services; or

3.3	interfere; or
3.4	endeavour to interfere,

with either the continuance of supplies to the Company and/or any Group Company (or the terms relating to those supplies) by any Relevant Supplier or the relations between the Company and/or any Group Company and any Relevant Customer or any Prospective Customer.

4. The Executive shall not without the prior written consent of the Board directly or indirectly at any time within the Restricted Period engage or be concerned or interested in any business which within the Relevant Area at any time during the period of 8 months starting with the Termination Date less any period during which the Executive has not been provided with work pursuant to Clause 3.4 of this Agreement (a) competes or (b) will compete or (c) is likely to compete with the Business provided that the Executive may hold (directly or through nominees) by way of bona fide personal investment any units of any authorised unit trust and up to 1% of the issued shares, debentures or securities of any class of any company whose shares are listed on a recognised investment exchange within the meaning of Section 285 of the Financial Services and Markets Act 2000 or dealt in the Alternative Investment Market.

24

5.	The Executive acknowledges that the provisions of this Schedule are fair, reasonable and necessary to protect the goodwill and interests of the Company and the Group Companies.
6.	The Executive acknowledges that the provisions of this Schedule including paragraphs shall constitute severable undertakings given for the benefit of the Company and each Group Company and may be enforced by the Company on behalf of any of them.
7.	If any of the restrictions or obligations contained in this Schedule is held to be invalid or unenforceable but would be valid or enforceable if part of the provision were deleted then such restrictions or obligations shall apply with such deletions as may be necessary to make them enforceable.
8.	The Executive acknowledges and agrees that he shall be obliged to draw the provisions of this Schedule to the attention of any third party who may at any time before or after the termination of the Executive’s employment hereunder offer to employ or engage the Executive and for whom or with whom the Executive intends to work at any time during the Restricted Period.

25

SIGNED by	)
a Director duly authorised	)
for and on behalf of	) /s/ Anthony Horne
BANK MACHINE	)
LIMITED	)
SIGNED by RON DELNEVO	) /s/ Ron Delnevo
in the presence of:	) /s/ Ylan Steiner, Solicitor

26

EX-10.20

Exhibit 10.20

BONUS AGREEMENT

THIS AGREEMENT is made on May 17, 2005

BETWEEN:

(1)	BANK MACHINE LIMITED (registered number 03610221) whose registered office is at 1 Park Row, Leeds, LS1 5AB (the Company); and
(2)	RON DELNEVO of 119 Pollards Hill South, London, SW16 4LS (the Executive).

IT IS AGREED as follows:

1.	INTERPRETATION
1.1	In this Agreement:

Agreement means this Bonus Agreement.

Benchmark EBITDA means £5,134,000.

Bonus means 5% of the sum of the Determined Amounts for each of the four financial years of the Company ending December 31, 2005, December 31, 2006, December 31, 2007 and December 31, 2008 (each of the foregoing being referred to herein as a “Subject Financial Year”); provided, in no event shall the Bonus be less than zero.

Deductions means any withholdings required by law to be deducted including in respect of the Executive’s PAYE and National Insurance contributions.

Determined Amount for each of the Subject Financial Years shall be the difference, which may be a negative number, between (a) the excess of (i) the EBITDA for such Subject Financial Year over (ii) the Benchmark EBITDA and (b) the Investment Charge.

EBITDA means earnings of the Company and its subsidiaries and all other operations affiliated with the Company that are under the supervision of Ron Delnevo before interest, taxes, depreciation and amortization determined in accordance with generally accepted accounting principles consistently applied and in a manner consistent with the manner in which the Benchmark EBITDA has been calculated by Bank Machine Limited for the financial year ended December 31, 2004. At the Company’s request, the accounting principles for determining EBITDA may be changed to be consistent with the accounting principles utilized by the Company’s ultimate parent company; provided, Executive and the Company must mutually agree (and each will act reasonably and in good faith in reaching agreement) on the effect such changed accounting principles will have on the Benchmark EBITDA , and the Benchmark EBITDA shall be modified to take into account the effect of such changed accounting principles.

Investment Charge means the amount that would accrue on the cumulative amount of all capital of any nature (debt, equity or mixed) contributed to, advanced to or otherwise obtained by the Company or its subsidiaries or any other entities the earnings of which are included in the definition of EBITDA (whether from affiliates of the Company or third-parties) from the date hereof through the last day of such Subject Financial Year at the per annum rate of 15%, taking into account (i) the

date on which each installment of capital is contributed to, advanced to or otherwise obtained by any of the foregoing companies and (ii) the date on which any repayment of capital is made by payment of principal or return of equity. For purposes of clauses (i) and (ii) preceding, each capital contribution, advance or other investment and each repayment of capital shall be deemed to have been made on the first day of the calendar month in which such contribution, advance, investment or repayment is actually made.

Payment Date means the date which falls 30 calendar days after the publication of the audited accounts of the Company for the financial year ending 31 December, 2008.

Service Agreement means the amended and restated service agreement of even date to this agreement between the Company and the Executive.

1.2	The headings in this Agreement do not affect its interpretation.
2.	PAYMENT OF BONUS

Subject to the terms of this Agreement, the Company agrees to pay the Executive the Bonus less Deductions on the Payment Date.

3.	OPERATION WITH SERVICE AGREEMENT
3.1	The Executive and the Company hereby agree that this Agreement, together with the Service Agreement, shall supersede and replace any previous or existing bonus arrangements or agreements relating to the Executive including the Executive Directors Bonus Plan.
3.2	Other than as set out under this Agreement and the Service Agreement, the Executive hereby agrees to waive all other entitlements to any lump sum bonus for the year 2005 under any bonus agreement or arrangement including the Executive Directors Bonus Plan.
4.	DETERMINATION OF BONUS
4.1	The Bonus, if payable, is intended to reward the Executive for building the UK/European operations of the business of the Company and to reward the Executive’s continued endeavours. Consequently, the Bonus, if payable, shall be based on the improvement of the EBITDA over time.
4.2	The Bonus will be calculated before the Payment Date.
4.3	Schedule 1 sets out a worked example of the operation of the above paragraph.
5.	ELIGIBILITY FOR BONUS
5.1	Subject to clause 5.3, the Bonus will only be paid to the Executive if Executive has been continuously employed by the Company from the date hereof through December 31, 2008. Notwithstanding the foregoing, if the Executive’s employment is terminated by the Company other than a valid termination under clause 11.3 of the Service Agreement within the 120-day period before December 31, 2008, the Executive will be deemed to have been continuously employed by the Company through December 31, 2008 for purposes of this Agreement.
5.2	Save as provided for in subclause 5.1 above, in the event that the Executive’s employment terminates at any time before December 31, 2008, the Executive hereby agrees that his entitlement to the Bonus shall lapse.

2

5.3	The Company shall be entitled to withhold Deductions from the amount of the Bonus otherwise payable to the Executive on the Payment Date.
6.	GOVERNING LAW AND JURISDICTION
6.1	This Agreement is governed by English law.
6.2	The English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement and the parties submit to the exclusive jurisdiction of the English courts.

This Agreement is signed by the parties (or their duly authorised representatives) on the date stated at the beginning of this Agreement.

Signed by and on behalf of BANK MACHINE LIMITED

............................................................................

Signed by RON DELNEVO

............................................................................

3

SCHEDULE 1

POUNDS (£000)

										EBITDA
	Current		Base			Incremental	Total	Capital		Increase		Bonus
	Year		year			investment	incremental	charge	Capital	less capital		accrual	Bonus
Year	EBITDA		EBITDA	Increase		this year	investment	rate	Charge	charge		percentage	accrued
2005		5,648.0	5,134.0		514.0			15%			514.0	5%		26
2006		7,718.0	5,134.0		2,584.0			15%			2,584.0	5%		129
2007		9,132.0	5,134.0		3,998.0	500.0	500.0	15%	75.0		3,923.0	5%		196
2008		10,546.0	5,134.0		5,412.0		500.0	15%	75.0		5,337.0	5%		267
								Total bonus to be paid early 2009						618

4

EX-10.21

Exhibit 10.21

CARDTRONICS GROUP, INC.

2001 STOCK INCENTIVE PLAN

I. PURPOSE

     The purpose of the CARDTRONICS GROUP, INC. 2001 STOCK INCENTIVE PLAN (the “Plan”) is to provide a means through which CARDTRONICS GROUP, INC., a Delaware corporation (the “Company”), and its Affiliates may attract able persons to serve as Directors or Consultants or to enter the employ of the Company and its Affiliates and to provide a means whereby those individuals upon whom the responsibilities of the successful administration and management of the Company and its Affiliates rest, and whose present and potential contributions to the Company and its Affiliates are of importance, can acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company and its Affiliates. A further purpose of the Plan is to provide such individuals with additional incentive and reward opportunities designed to enhance the profitable growth of the Company and its Affiliates. Accordingly, the Plan provides for granting Options to employees, Consultants and Directors as provided herein.

II. DEFINITIONS

     The following definitions shall be applicable throughout the Plan unless specifically modified by any paragraph:

     (a) “Affiliate” means any corporation, partnership, limited liability company or partnership, association, trust or other organization which, directly or indirectly, controls, is controlled by, or is under common control with, the Company. 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 the possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of the controlled entity or organization, or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or by contract or otherwise.

     (b) “Board” means the Board of Directors of the Company.

     (c) “Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.

     (d) “Common Stock” means the common stock, par value $0.0001 per share, of the Company, or any security into which such Common Stock may be changed by reason of any transaction or event of the type described in Paragraph VIII.

     (e) “Company” means Cardtronics Group, Inc., a Delaware corporation.

     (f) “Compensation Committee” means a committee of the Board that is selected by the Board as provided in Paragraph IV(a).

Cardtronics Group, Inc.
2001 Stock Incentive Plan
- -

     (g) “Consultant” means any person who is not an employee or a Director and who is providing advisory or consulting services to the Company or any Affiliate.

     (h) “Corporate Change” shall have the meaning assigned to such term in Paragraph VIII(c) of the Plan.

     (i) “Director” means an individual elected to the Board by the stockholders of the Company or by the Board under applicable corporate law who is serving on the Board on the date the Plan is adopted by the Board or is elected to the Board after such date.

     (j) An “employee” means any person (including a Director) in an employment relationship with the Company or any Affiliate.

     (k) “Fair Market Value” means, as of any specified date, the mean of the high and low sales prices of the Common Stock (i) reported by the National Market System of NASDAQ on that date or (ii) if the Common Stock is listed on a national stock exchange, reported on the stock exchange composite tape on that date (or such other reporting service approved by the Compensation Committee); or, in either case, if no prices are reported on that date, on the last preceding date on which such prices of the Common Stock are so reported. If the Common Stock is traded over the counter at the time a determination of its fair market value is required to be made hereunder, its fair market value shall be deemed to be equal to the average between the reported high and low or closing bid and asked prices of Common Stock on the most recent date on which Common Stock was publicly traded. In the event Common Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its fair market value shall be made by the Compensation Committee in such manner as it deems appropriate. Notwithstanding the foregoing, the Fair Market Value of a share of Common Stock on the date of an initial public offering of Common Stock shall be the offering price under such initial public offering.

     (l) “Option” means an option to purchase Common Stock granted under Paragraph VII of the Plan.

     (m) “Option Agreement” means a written agreement between the Company and a Participant with respect to an Option.

     (n) “Participant” means an employee, Consultant, or Director who has been granted an Option.

     (o) “Plan” means the Cardtronics Group, Inc. 2001 Stock Incentive Plan, as amended from time to time.

     (p) “Stock Appreciation Right” shall have the meaning assigned to such term in Paragraph VII(d) of the Plan.

III. EFFECTIVE DATE AND DURATION OF THE PLAN

     The Plan shall become effective upon the date of its adoption by the Board. No further Options may be granted under the Plan after 10 years from the date the Plan is adopted by the Board. The Plan shall remain in effect until all Options granted under the Plan have been satisfied or expired.

Cardtronics Group, Inc.
2001 Stock Incentive Plan
- -2-

IV. ADMINISTRATION

     (a) Composition of Compensation Committee. The Plan shall be administered by a committee of, and appointed by, the Board. In the absence of the Board’s appointment of a committee to administer the Plan, the Board shall serve as the Compensation Committee.

     (b) Powers. Subject to the express provisions of the Plan, the Compensation Committee shall have authority, in its discretion, to determine which employees, Consultants, or Directors shall receive an Option, the time or times when such Option shall be made, and the number of shares to be subject to each Option. In making such determinations, the Compensation Committee shall take into account the nature of the services rendered by the respective employees, Consultants, or Directors, their present and potential contribution to the Company’s success and such other factors as the Compensation Committee in its discretion shall deem relevant.

     (c) Additional Powers. The Compensation Committee shall have such additional powers as are delegated to it by the other provisions of the Plan. Subject to the express provisions of the Plan, this shall include the power to construe the Plan and the respective Option Agreements executed hereunder, to prescribe rules and regulations relating to the Plan, and to determine the terms, restrictions and provisions of each Option Agreement, and to make all other determinations necessary or advisable for administering the Plan. The Compensation Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Option Agreement in the manner and to the extent it shall deem expedient to carry it into effect. The determinations of the Compensation Committee on the matters referred to in this Paragraph IV shall be conclusive.

V. SHARES SUBJECT TO THE PLAN; GRANT OF OPTIONS

     (a) Shares Subject to the Plan. Subject to adjustment in the same manner as provided in Paragraph VIII with respect to shares of Common Stock subject to Options then outstanding, the aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed 400,920 shares; provided, however, that the number of shares of Common Stock that may be issued under the Plan shall be increased automatically to 476,114 shares upon the subsequent aggregate capital contribution to the Company of $5,000,000 by Summit Capital II, L.P., and Summit Capital Parallel II, L.P., within one year of the execution of, and in accordance with, that certain Contribution Agreement dated June 4, 2001, by and among Summit Capital II, L.P., Summit Capital Parallel II, L.P., Card Pro, Inc., certain Securityholders of Card Pro, Inc., and the Company. Shares shall be deemed to have been issued under the Plan only (i) to the extent actually issued and delivered pursuant to an Option or (ii) to the extent an Option is settled in cash. To the extent that an Option lapses or the rights of its holder terminate, any shares of Common Stock subject to such Option shall again be available for the grant of an Option under the Plan.

Cardtronics Group, Inc.
2001 Stock Incentive Plan
- -3-

     (b) Grant of Options. The Compensation Committee may from time to time grant Options to one or more employees, Consultants, or Directors determined by it to be eligible for participation in the Plan in accordance with the terms of the Plan.

     (c) Stock Offered. Subject to the limitations set forth in Paragraph V(a), the stock to be offered pursuant to the grant of an Option may be authorized but unissued Common Stock or Common Stock previously issued and outstanding and reacquired by the Company. Any of such shares which remain unissued and which are not subject to outstanding Options at the termination of the Plan shall cease to be subject to the Plan but, until termination of the Plan, the Company shall at all times make available a sufficient number of shares to meet the requirements of the Plan.

VI. ELIGIBILITY

     Options may be granted only to persons who, at the time of grant, are employees, Consultants, or Directors. An Option may be granted on more than one occasion to the same person.

VII. STOCK OPTIONS

     (a) Option Period. The term of each Option shall be as specified by the Compensation Committee at the date of grant.

     (b) Limitations on Exercise of Option. An Option shall be exercisable in whole or in such installments and at such times as determined by the Compensation Committee.

     (c) No Incentive Stock Options. No Option granted under the Plan shall be treated as an incentive stock option within the meaning of section 422(b) of the Code.

     (d) Option Agreement. Each Option shall be evidenced by an Option Agreement in such form and containing such provisions not inconsistent with the provisions of the Plan as the Compensation Committee from time to time shall approve. Each Option Agreement shall specify the effect of termination of (i) employment, (ii) the consulting or advisory relationship, or (iii) membership on the Board, as applicable, on the exercisability of the Option. An Option Agreement may provide for the payment of the option price, in whole or in part, by the delivery of a number of shares of Common Stock (plus cash if necessary) having a Fair Market Value equal to such option price. Moreover, an Option Agreement may provide for a “cashless exercise” of the Option by establishing procedures satisfactory to the Compensation Committee with respect thereto. Further, an Option Agreement may provide for the surrender of the right to purchase shares under the Option in return for a payment in cash or shares of Common Stock or a combination of cash and shares of Common Stock equal in value to the excess of the Fair Market Value of the shares with respect to which the right to purchase is surrendered over the option price therefor (“Stock Appreciation Rights”), on such terms and conditions as the Compensation Committee in its sole discretion may prescribe. The terms and conditions of the respective Option Agreements need not be identical. Subject to the consent of the Participant, the Compensation Committee may, in its sole discretion, amend an outstanding Option Agreement from time to time in any manner that is not inconsistent with the provisions of the Plan (including, without limitation, an amendment that accelerates the time at which the Option, or a portion thereof, may be exercisable.)

Cardtronics Group, Inc.
2001 Stock Incentive Plan
- -4-

     (e) Option Price and Payment. The price at which a share of Common Stock may be purchased upon exercise of an Option shall be determined by the Compensation Committee, and shall be set forth in an option agreement entered into between the Company and a Participant. The Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company, as specified by the Compensation Committee. The purchase price of the Option or portion thereof shall be paid in full in the manner prescribed by the Compensation Committee.

     (f) Stockholder Rights and Privileges. The Participant shall be entitled to all the privileges and rights of a stockholder only with respect to such shares of Common Stock as have been purchased under the Option and for which certificates of stock have been registered in the Participant’s name.

     (g) Options and Rights in Substitution for Options Granted by Other Employers. Options and Stock Appreciation Rights may be granted under the Plan from time to time in substitution for options held by individuals providing services to corporations or other entities who become employees, Consultants, or Directors as a result of a merger or consolidation or other business transaction with the Company or any Affiliate.

VIII. RECAPITALIZATION OR REORGANIZATION

     (a) No Effect on Right or Power. The existence of the Plan and the Options granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s or any Affiliate’s capital structure or its business, any merger or consolidation of the Company or any Affiliate, any issue of debt or equity securities ahead of or affecting Common Stock or the rights thereof, the dissolution or liquidation of the Company or any Affiliate or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

     (b) Subdivision or Consolidation of Shares; Stock Dividends. The shares with respect to which Options may be granted are shares of Common Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend on Common Stock without receipt of consideration by the Company, the number of shares of Common Stock with respect to which such Option may thereafter be exercised (i) in the event of an increase in the number of outstanding shares shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and the purchase price per share shall be proportionately increased. Any fractional share resulting from such adjustment shall be rounded up to the next whole share.

Cardtronics Group, Inc.
2001 Stock Incentive Plan
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     (c) Recapitalizations and Corporate Changes. If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”), the number and class of shares of Common Stock covered by an Option theretofore granted shall be adjusted so that such Option shall thereafter cover the number and class of shares of stock and securities to which the Participant would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the Participant had been the holder of record of the number of shares of Common Stock then covered by such Option. If (i) the Company shall not be the surviving entity in any merger or consolidation (or survives only as a subsidiary of an entity), (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Company’s voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of Directors, the persons who were Directors of the Company before such election shall cease to constitute a majority of the Board (each such event is referred to herein as a “Corporate Change”), no later than (x) 10 days after the approval by the stockholders of the Company of such merger, consolidation, reorganization, sale, lease or exchange of assets or dissolution or such election of Directors or (y) 30 days after a Corporate Change of the type described in clause (iv), the Compensation Committee, acting in its sole discretion without the consent or approval of any Participant, shall effect one or more of the following alternatives, which alternatives may vary among individual Participants and which may vary among Options held by any individual Participant: (1) accelerate the time at which Options then outstanding may be exercised so that such Options may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Compensation Committee, after which specified date all unexercised Options and all rights of Participants thereunder shall terminate, (2) require the mandatory surrender to the Company by selected Participants of some or all of the outstanding Options held by such Participants (irrespective of whether such Options are then exercisable under the provisions of the Plan) as of a date, before or after such Corporate Change, specified by the Compensation Committee, in which event the Compensation Committee shall thereupon cancel such Options and cause the Company to pay to each Participant an amount of cash per share equal to the excess, if any, of the amount calculated in Subparagraph (d) below (the “Change of Control Value”) of the shares subject to such Option over the exercise price(s) under such Options for such shares, or (3) make such adjustments to Options then outstanding as the Compensation Committee deems appropriate to reflect such Corporate Change (provided, however, that the Compensation Committee may determine in its sole discretion that no adjustment is necessary to Options then outstanding), including, without limitation, adjusting an Option to provide that the number and class of shares of Common Stock covered by such Option shall be adjusted so that such Option shall thereafter cover securities of the surviving or acquiring corporation or other property (including, without limitation, cash) as determined by the Compensation Committee in its sole discretion.

     (d) Change of Control Value. For the purposes of clause (2) in Subparagraph (c) above, the “Change of Control Value” shall equal the amount determined in clause (i), (ii) or (iii), whichever is applicable, as follows: (i) the per share price offered to stockholders of the Company in any such merger, consolidation, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Corporate Change takes place, or (iii) if such Corporate Change occurs other than

Cardtronics Group, Inc.
2001 Stock Incentive Plan
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pursuant to a tender or exchange offer, the fair market value per share of the shares into which such Options being surrendered are exercisable, as determined by the Compensation Committee as of the date determined by the Compensation Committee to be the date of cancellation and surrender of such Options. In the event that the consideration offered to stockholders of the Company in any transaction described in this Subparagraph (d) or Subparagraph (c) above consists of anything other than cash, the Compensation Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

     (e) Other Changes in the Common Stock. In the event of changes in the outstanding Common Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, split-ups, split-offs, spin-offs, exchanges or other relevant changes in capitalization or distributions to the holders of Common Stock occurring after the date of the grant of any Option and not otherwise provided for by this Paragraph VIII, such Option and the related Option Agreement shall be subject to adjustment by the Compensation Committee at its discretion as to the number and price of shares of Common Stock or other consideration subject to such Option, and the Compensation Committee shall give prior notice to each Option holder of such adjustments. In the event of any such change in the outstanding Common Stock or distribution to the holders of Common Stock, the aggregate number of shares available under the Plan shall be appropriately adjusted by the Compensation Committee, whose determination shall be conclusive.

     (f) Stockholder Action. Any adjustment provided for in the above Subparagraphs shall be subject to any required stockholder action.

     (g) No Adjustments unless Otherwise Provided. Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject to Options theretofore granted or the purchase price per share, if applicable.

IX. AMENDMENT AND TERMINATION OF THE PLAN

     The Board in its discretion may terminate the Plan at any time with respect to any shares of Common Stock for which Options have not theretofore been granted; provided that, except in connection with any Corporate Change, any public offering of the Company’s securities, or any other recapitalization, reorganization, merger, consolidation, combination, split-up, split-off, spin-off, exchange or other changes in capitalization of the Company, the Board must obtain the consent of any one of Ralph H. Clinard, Michael H. Clinard or Brian R. Archer prior to any such termination so long as any of them is an employee of Cardtronics, LP. The Board shall have the right to alter or amend the Plan or any part thereof from time to time; provided that no change in the Plan may be made that would impair the rights of a Participant with respect to an Option theretofore granted without the consent of the Participant.

Cardtronics Group, Inc.
2001 Stock Incentive Plan
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X. MISCELLANEOUS

     (a) No Right To An Option. Neither the adoption of the Plan nor any action of the Board or of the Compensation Committee shall be deemed to give an employee, Consultant, or Director any right to be granted an Option or any other rights hereunder except as may be evidenced by an Option Agreement duly executed on behalf of the Company, and then only to the extent and on the terms and conditions expressly set forth therein. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of funds or assets to assure the performance of its obligations under any Option.

     (b) No Employment/Membership Rights Conferred. Nothing contained in the Plan shall (i) confer upon any employee or Consultant any right with respect to continuation of employment or of a consulting or advisory relationship with the Company or any Affiliate or (ii) interfere in any way with the right of the Company or any Affiliate to terminate his or her employment or consulting or advisory relationship at any time. Nothing contained in the Plan shall confer upon any Director any right with respect to continuation of membership on the Board.

     (c) Other Laws; Withholding. The Company shall not be obligated to issue any Common Stock pursuant to any Option granted under the Plan at any time when the shares covered by such Option have not been registered under the Securities Act of 1933, as amended, and such other state and federal laws, rules and regulations as the Company or the Compensation Committee deems applicable and, in the opinion 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 shares. No fractional shares of Common Stock shall be delivered, nor shall any cash in lieu of fractional shares be paid. The Company shall have the right to deduct in connection with all Options any taxes required by law to be withheld and to require any payments required to enable it to satisfy its withholding obligations.

     (d) No Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate from taking any action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Option made under the Plan. No Participant, beneficiary or other person shall have any claim against the Company or any Affiliate as a result of any such action.

     (e) Restrictions on Transfer. An Option shall not be transferable otherwise than (i) by will or the laws of descent and distribution, (ii) pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder, or (iii) with the consent of the Compensation Committee.

     (f) Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of law principles thereof.

Cardtronics Group, Inc.
2001 Stock Incentive Plan
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EX-10.22

EXHIBIT 10.22

AMENDMENT #1

CARDTRONICS, INC.

(formerly Cardtronics Group, Inc.)

2001 STOCK INCENTIVE PLAN

I. PURPOSE

     Whereas on June 4, 2001, Cardtronics, Inc. (the “Company”) adopted the CARDTRONICS GROUP, INC. 2001 STOCK INCENTIVE PLAN (the “Plan”).

     Whereas, initially the Plan provided that the aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed 400,920 shares; provided, however, that the number of shares of Common Stock that may be issued under the Plan shall be increased automatically to 476,114 shares upon the subsequent aggregate capital contribution to the Company of $5,000,000 by Summit Capital II, L.P., and Summit Capital Parallel II, L.P.(now known as CapStreet II, L.P., and CapStreet Parallel II, L.P. and herein collectively called “CapStreet”), within one year of the execution of, and in accordance with, that certain Contribution Agreement dated June 4, 2001, by and among Summit Capital II, L.P., Summit Capital Parallel II, L.P., Card Pro, Inc., certain Securityholders of Card Pro, Inc., and the Company;

     Whereas, the above-described additional contribution by CapStreet was timely made and therefore the aggregate number of shares of Common Stock that could be issued under the Plan increased to 476,114; and

     Whereas, pursuant to the written consent of the Shareholders made on January 30, 2004, the aggregate number of shares that may be issued under the Plan was increased by 8,000 shares i.e. to 484,114.

     Now therefore, Section V(a) of the Plan is hereby amended such that nothing to the contrary in said section and subject to adjustment in the same manner as provided in Paragraph VIII with respect to shares of Common Stock subject to Options then outstanding, the aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed 484,114.

Dated effective January 30, 2004.

CARDTRONICS, INC.
By:	/s/ Michael E. Keller
	Michael E. Keller, Secretary

Cardtronics, Inc.
2001 Stock Incentive Plan
Amendment #1

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EX-10.23

EXHIBIT 10.23

AMENDMENT #2

CARDTRONICS, INC.

(formerly Cardtronics Group, Inc.)

2001 STOCK INCENTIVE PLAN

I. PURPOSE

     Whereas on June 4, 2001, Cardtronics, Inc. (the “Company”) adopted the CARDTRONICS GROUP, INC. 2001 STOCK INCENTIVE PLAN (the “Plan”).

     Whereas, initially the Plan provided that the aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed 400,920 shares; provided, however, that the number of shares of Common Stock that may be issued under the Plan shall be increased automatically to 476,114 shares upon the subsequent aggregate capital contribution to the Company of $5,000,000 by Summit Capital II, L.P., and Summit Capital Parallel II, L.P.(now known as CapStreet II, L.P., and CapStreet Parallel II, L.P. and herein collectively called “CapStreet”), within one year of the execution of, and in accordance with, that certain Contribution Agreement dated June 4, 2001, by and among Summit Capital II, L.P., Summit Capital Parallel II, L.P., Card Pro, Inc., certain Securityholders of Card Pro, Inc., and the Company;

     Whereas, the above-described additional contribution by CapStreet was timely made and therefore the aggregate number of shares of Common Stock that could be issued under the Plan increased to 476,114; and

     Whereas, pursuant to the written consent of the Shareholders the aggregate number of shares that may be issued under the Plan was increased by 8,000 shares i.e. to 484,114 and such increase was evidenced by Amendment #1 dated effective January 30, 2004.

     Whereas, pursuant to the unanimous consent of the Board of Directors on June 23, 2004, the aggregate number of shares that may be issued under the plan was further increased to a maximum of 650,000.

     Now therefore, Section V(a) of the Plan is hereby amended such that nothing to the contrary in said section and subject to adjustment in the same manner as provided in Paragraph VIII with respect to shares of Common Stock subject to Options then outstanding, the aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed 650,000.

Dated effective June 23, 2004.

CARDTRONICS, INC.
By:	/s/ Michael E. Keller
	Michael E. Keller, Secretary

Cardtronics, Inc.
2001 Stock Incentive Plan
Amendment #1

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EX-10.24

Exhibit 10.24

DIRECTOR INDEMNIFICATION AGREEMENT

     This Director Indemnification Agreement (the “Agreement”) is made and entered into as of the 10th day of February, 2005, by and between CARDTRONICS, INC., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company and any successor to the Company), and ___(“Indemnitee”).

     WHEREAS, it is essential to the Company that it be able to retain and attract as directors the most capable persons available;

     WHEREAS, increased corporate litigation has subjected directors to litigation risks and expenses, and the limitations on the availability of directors and officers liability insurance have made it increasingly difficult for the Company to attract and retain such persons;

     WHEREAS, the Company’s Amended and Restated Certificate of Incorporation (as amended from time to time, the “Charter”) and/or bylaws (as in effect from time to time) provide for the indemnification of its directors and permits it to make other indemnification arrangements and agreements;

     WHEREAS, the Company desires to provide Indemnitee with specific contractual assurance of Indemnitee’s rights to full indemnification against litigation risks and expenses (regardless, among other things, of any change in the ownership of the Company or the composition of its Board of Directors); and

     WHEREAS, Indemnitee is relying upon the rights afforded under this Agreement in accepting Indemnitee’s position as a director of the Company:

     NOW, THEREFORE, in consideration of the promises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

     1. Definitions.

          (a) “Corporate Status” describes the status of a person who is serving or has served (i) as a director of the Company, (ii) in any capacity with respect to any employee benefit plan of the Company, or (iii) as a director, partner, trustee, officer, employee, or agent of any other Entity at the request of the Company. For purposes of subsection (iii) of this Section 1(a), a director of the Company who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to be serving at the request of the Company.

          (b) “Entity” shall mean any corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization or other legal entity.

          (c) “Expenses” shall mean all reasonable fees, costs and expenses incurred in connection with any Proceeding (as defined below), including, without limitation, reasonable attorneys’ fees, disbursements and retainers (including, without limitation, any such fees, disbursements and retainers incurred by Indemnitee pursuant to Sections 9 and 11(c) of this Agreement), fees and disbursements of expert witnesses, private investigators and professional

advisors (including, without limitation, accountants and investment bankers), court costs, transcript costs, fees of experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services, and other disbursements and expenses.

          (d) “Liabilities” shall mean judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement.

          (e) “Proceeding” shall mean any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation, administrative hearing, appeal, or any other proceeding, whether civil, criminal, administrative, arbitrative or investigative, whether formal or informal, including a proceeding initiated by Indemnitee pursuant to Section 11 of this Agreement to enforce Indemnitee’s rights hereunder.

          (f) “Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust or other Entity of which the Company owns (either directly or through or together with another Subsidiary of the Company) either (i) a general partner, managing member or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other Entity, or (B) 50% or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other Entity.

     2. Services of Indemnitee. In consideration of the Company’s covenants and commitments hereunder, Indemnitee agrees to serve or continue to serve as a director of the Company. However, this Agreement shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

     3. Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows:

          (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s Corporate Status, Indemnitee shall, to the extent permitted by applicable law, be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”).

          (b) To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

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     4. Exceptions to Indemnification. Indemnitee shall be entitled to the indemnification provided in Sections 3(a) and 3(b) above in all circumstances permitted by applicable law other than the following:

          (a) If indemnification is requested under Section 3(a) and it has been adjudicated finally by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.

          (b) If indemnification is requested under Section 3(b) and:

            (i) it has been adjudicated finally by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or

            (ii) it has been adjudicated finally by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that Indemnitee received an improper personal benefit, no Indemnifiable Expenses shall be paid with respect to such claim, issue or matter unless the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

     5. Procedure for Payment of Indemnifiable Amounts. Indemnitee shall submit to the Company a written request specifying the Indemnifiable Amounts for which Indemnitee seeks payment under Section 3 of this Agreement and the basis for the claim. The Company shall pay such Indemnifiable Amounts to Indemnitee within thirty (30) calendar days (or earlier if reasonably requested by Indemnitee) of receipt of the request, unless a determination is made within such period by (1) a majority vote of the directors of the Company who are or were not parties to the Proceeding giving rise to the claim, even though less than a quorum, (2) a committee of such directors designated by majority vote of such directors, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion, or (4) by the stockholders, that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof or under Delaware law. At the request of the Company, Indemnitee shall furnish such documentation and information as are reasonably available to Indemnitee and necessary to establish that Indemnitee is entitled to indemnification hereunder.

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     6. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith

     7. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified against all Expenses reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Agreement, and, without limiting the generality of the foregoing, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

     8. Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

     9. Agreement to Advance Expenses; Conditions. The Company shall pay to Indemnitee all Indemnifiable Expenses incurred by Indemnitee in connection with any Proceeding, including a Proceeding by or in the right of the Company, in advance of the final disposition of such Proceeding, if Indemnitee furnishes the Company with a written undertaking to repay the amount of such Indemnifiable Expenses advanced to Indemnitee if it is finally determined by a court of competent jurisdiction that Indemnitee is not entitled under this Agreement to indemnification with respect to such Expenses. This undertaking is an unlimited general obligation of Indemnitee, shall be accepted by the Company without regard to the financial ability of Indemnitee to make repayment, and in no event shall be required to be secured.

     10. Procedure for Advance Payment of Expenses. Indemnitee shall submit to the Company a written request specifying the Indemnifiable Expenses for which Indemnitee seeks an advancement under Section 9 of this Agreement, together with the undertaking required by Section 9, documentation evidencing that Indemnitee has incurred such Indemnifiable Expenses and written affirmation that Indemnitee has met the requisite standard or conduct for indemnification. Payment of Indemnifiable Expenses under Section 9 shall be made no later than thirty (30) calendar days after the Company’s receipt of such request.

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     11. Remedies of Indemnitee.

          (a) Right to Petition Court. In the event that Indemnitee makes a request for payment of Indemnifiable Amounts under Sections 3 and 5 above or a request for an advancement of Indemnifiable Expenses under Sections 9 and 10 above and the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, Indemnitee may petition any court which has jurisdiction to enforce the Company’s obligations under this Agreement.

          (b) Burden of Proof. In any judicial proceeding brought under Section 11(a) above, the Company shall have the burden of proving that Indemnitee is not entitled to payment of Indemnifiable Amounts hereunder.

          (c) Expenses. The Company agrees to reimburse Indemnitee in full for any Expenses incurred by Indemnitee in connection with investigating, preparing for, litigating, defending or settling any action brought by Indemnitee under Section 11(a) above, except where such action is dismissed or resolved in favor of the Company or any claim or counterclaim brought by the Company in connection therewith is resolved in favor of the Company.

          (d) Validity of Agreement. The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section 11(a) above, that the provisions of this Agreement are not valid, binding and enforceable or that there is insufficient consideration for this Agreement and shall stipulate in court that the Company is bound by all the provisions of this Agreement.

          (e) Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 11(a) above, and shall not create a presumption that such payment or advancement is not permissible.

     12. Defense of the Underlying Proceeding.

          (a) Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses except to the extent the Company’s ability to defend in such Proceeding is prejudiced thereby.

          (b) Defense by Company. Subject to the provisions of the last sentence of this Section 12(b) and of Section 12(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder; provided, however that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 12(a)

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above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. Indemnitee shall not, without the prior written consent of the Company, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise with respect to which the Company has indemnification obligations to Indemnitee. This Section 12(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a) above or pursuant to Section 20 below.

          (c) Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 12(b) above, (i) if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (A) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to any issue which are inconsistent with the position of other defendants in such Proceeding, or (B) a conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (ii) if the Company fails to assume the defense of such proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel, which shall represent other persons’ similarly situated, of Indemnitee’s and such other persons’ choice and reasonably acceptable to the Company at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, except with respect to such actions suits or proceedings brought by the Company that are resolved in favor of the Company, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the Company, to represent Indemnitee in connection with any such matter.

     13. Representations and Warranties of the Company. The Company hereby represents and warrants to Indemnitee as follows:

          (a) Authority. The Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by the Company.

          (b) Enforceability. This Agreement, when executed and delivered by the Company in accordance with the provisions hereof, shall be a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally or equitable principles.

     14. Fees and Expenses. During the term of the Indemnitee’s service as a director, the Company shall promptly reimburse the Indemnitee for all reasonable out-of-pocket expenses incurred by him in connection with his service as a director or member of any board committee.

     15. Contract Rights Not Exclusive. The rights to payment of Indemnifiable Amounts and advancement of Indemnifiable Expenses provided by this Agreement shall be in

6

addition to, but not exclusive of, any other rights which Indemnitee may have at any time under applicable law, the Company’s bylaws or the Charter, as each may be amended and/or amended and restated from time to time (collectively, the “Organization Documents”), or any other agreement, vote of stockholders or directors (or a committee of directors), or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity as a result of Indemnitee’s serving as a director of the Company.

     16. Successors. This Agreement shall be (a) binding upon all successors and assigns of the Company (including any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law), and (b) binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. This Agreement shall continue for the benefit of Indemnitee and such heirs, personal representatives, executors and administrators after Indemnitee has ceased to have Corporate Status.

     17. Subrogation. In the event of any payment of Indemnifiable Amounts under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of contribution or recovery of Indemnitee against other persons, and Indemnitee shall take, at the request of the Company, all reasonable action necessary to secure such rights, including the execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

     18. Governing Law; Change in Law. This Agreement shall be governed by and construed and enforced under the laws of the State of Delaware, without giving effect to the provisions thereof relating to conflicts of law (the “Governing Law”). To the extent that a change in the Governing Law (whether by statute or judicial decision) shall permit broader indemnification or advancement of expenses than is provided under the terms of the Organization Documents and this Agreement, Indemnitee shall be entitled to such broader indemnification and advancements, and this Agreement shall be deemed to be amended to such extent.

     19. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision or clause shall be limited or modified in its application to the minimum extent necessary to make such provision or clause valid, legal and enforceable, and the remaining provisions and clauses of this Agreement shall remain fully enforceable and binding on the parties.

     20. Indemnitee as Plaintiff. Except as provided in Section 11 of this Agreement and in the next sentence, Indemnitee shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by Indemnitee against the Company, any Entity which it controls, or any director or officer thereof, unless the Company has consented to the initiation of such Proceeding. This Section shall not apply to affirmative defenses asserted by Indemnitee or any counterclaims by Indemnitee which are resolved successfully (from the Company’s point of view) in an action brought against Indemnitee.

7

     21. Modifications and Waiver. Except as provided in Section 18 above with respect to changes in the Governing Law which broaden the right of Indemnitee to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver.

     22. General Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed to such address as may have been furnished by any party to the others.

[The remainder of this page has been intentionally left blank.]

8

     IN WITNESS WHEREOF, the parties hereto have executed this Director Indemnification Agreement as of the day and year first above written.

THE COMPANY

CARDTRONICS, INC.

By:

Name:

Title:

INDEMNITEE:

Name:

[Signature Page to Director Indemnification Agreement]

EX-12.1

Exhibit 12.1

CARDTRONICS, INC. AND SUBSIDIARIES
RATIOS OF EARNINGS TO FIXED CHARGES
(in thousands)

	Years ended December 31,													Nine Months ended September 30,
	2004			2003			2002		2001			2000		2005			2004
EARNINGS:
Income (loss) before income taxes and cumulative effect of accounting changes	$	7,566		$	4,099		$	296	$	(3,037	)	$	858	$	2,807		$	5,085
Minority interests		19			—			—		—			—		17			9
Fixed charges (as outlined below), less preferred dividends and accretion expense (a)		7,384			3,635			1,924		841			302		13,002			4,721
Total earnings, as defined	$	14,969		$	7,734		$	2,220	$	(2,196	)	$	1,160	$	15,826		$	9,815
FIXED CHARGES:
Interest charges (b)	$	7,050		$	3,346		$	881	$	478		$	278	$	14,224		$	5,211
Less: write-off unamortized debt issuance costs (c)		(2,503	)		(1,665	)		—		—			—		(3,358	)		(2,503	)
Interest component of rental expense		2,837			1,954			1,043		363			24		2,136			2,013
Preferred dividends and accretion expense (d)		3,795			3,308			3,919		1,102			—		2,032			2,755
Total fixed charges, as defined	$	11,179		$	6,943		$	5,843	$	1,944		$	302	$	15,034		$	7,476
Ratio of earnings to fixed charges		1.3x			1.1x			N/A		N/A			3.8x		1.1x			1.3x
Amount of earnings insufficient to cover fixed charges		—			—		$	3,623	$	4,139			—		—			—

(a)	Excludes preferred dividends and accretion expense as such amounts were not deducted in arriving at the income (loss) before income tax amounts reflected above.
(b)	Includes the amortization of debt discount and the amortization and write-off of debt issuance costs.
(c)	Amounts included in interest charges line item above. As such, it is backed out separately from the computation of fixed charges.
(d)	Amounts have been grossed-up at the Company’s effective tax rate for each applicable period.

EX-21.1

Exhibit 21.1

Subsidiaries of Cardtronics, Inc.

Entity	Jurisdiction of Organization
Cardtronics GP, Inc.	Delaware
Cardtronics LP, Inc.	Delaware
Cardtronics LP	Delaware
Cardtronics Holdings, LLC	Delaware
Cardtronics Limited	United Kingdom
Bank Machine (Acquisitions) Limited	United Kingdom
Bank Machine Limited	United Kingdom
ATM National, LLC	Delaware
ATM Ventures, LLC	Oregon

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Cardtronics Inc.:

We consent to the use of our reports included herein and to the reference to our firm under the heading “Experts” in the Registration Statement.

Our reports covering the financial statements for both Cardtronics Inc. and ATM Company (as defined in footnote 1 to the related financial statements) contain an explanatory paragraph that states the respective companies adopted the provisions of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations on January 1, 2003.

/s/ KPMG LLP

Houston, Texas

January 19, 2006

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the use in this Registration Statement of Cardtronics, Inc. on Form S-4 of our report dated 21 July 2005 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the differences between accounting principles generally accepted in the United Kingdom and accounting principles generally accepted in the United States of America and the effect that the application of the latter would have on the determination of profit attributable to shareholders and of shareholders’ equity) related to the consolidated financial statements of Bank Machine (Acquisitions) Limited as of and for the years ended 31 December 2004 and 2003, appearing in the prospectus, which is part of this Registration Statement and to the reference to us under the heading “Experts” in such prospectus.

/s/ DELOITTE & TOUCHE LLP
Chartered Accountants
London, England
20 January 2006

EX-25.1

EXHIBIT 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

Not Applicable (State of incorporation if not a U.S. national bank)	94-1347393 I.R.S. employer identification no.)
505 Main Street, Suite 301 Fort Worth, Texas (Address of principal executive offices)	76102 (Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-172
Sixth and Marquette, 17th Floor
Minneapolis, MN 55479
(agent for services)

CARDTRONICS, INC.
CARDTRONICS GP, INC.
CARDTRONICS LP, INC.
CARDTRONICS, LP
(Exact name of obligor as specified in its charter)

Delaware
Delaware
Delaware
Delaware
(State or other jurisdiction of
incorporation or organization) 76-0681190
75-3003720
51-0412519
76-0419117
(I.R.S. employer
identification no.)

9 1/4% Series Senior Subordinated Notes due 2013
(Title of the indenture securities)

Item 1. General Information. Furnish the following information as to the trustee:

     (a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency,
Treasury Department
Washington, D.C. 20230

Federal Deposit Insurance Corporation
Washington, D.C. 20429

Federal Reserve Bank of San Francisco
San Francisco, CA 94120

     (b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

     None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits.

Wells Fargo Bank incorporates by reference into this Form T-1 exhibits attached hereto.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated November 28, 2001.*
Exhibit 3.	A copy of the authorization of the trustee to exercise corporate trust powers. A copy of the Comptroller of the Currency Certificate of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank, National Association, dated November 28, 2001.*
Exhibit 4.	Copy of By-laws of the trustee as now in effect.*
Exhibit 5.	Not applicable.
Exhibit 6.	The consents of United States institutional trustees required by Section 321(b) of the Act.
Exhibit 7.	Attached is a copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

* Incorporated by reference to exhibit number 25 filed with registration statement number 333-87398.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Fort Worth and State of Texas on the 20th day of January, 2006.

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Melissa Scott
	Melissa Scott, Vice President

Exhibit 6

January 20, 2006

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.

Very truly yours, WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Melissa Scott
	Melissa Scott, Vice President

Exhibit 7

Consolidated Report of Condition of
 
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business September 30, 2005, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	13,784
Interest-bearing balances			2,075
Securities:
Held-to-maturity securities			0
Available-for-sale securities			28,826
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			1,426
Securities purchased under agreements to resell			1,006
Loans and lease financing receivables:
Loans and leases held for sale			45,712
Loans and leases, net of unearned income	242,978
LESS: Allowance for loan and lease losses	2,230
Loans and leases, net of unearned income and allowance			240,748
Trading Assets			6,821
Premises and fixed assets (including capitalized leases)			3,712
Other real estate owned			155
Investments in unconsolidated subsidiaries and associated companies			335
Customers’ liability to this bank on acceptances outstanding			82
Intangible assets
Goodwill			8,734
Other intangible assets			11,308
Other assets			15,385
Total assets		$	380,109
LIABILITIES
Deposits:
In domestic offices		$	270,245
Noninterest-bearing	82,683
Interest-bearing	187,562
In foreign offices, Edge and Agreement subsidiaries, and IBFs			23,338
Noninterest-bearing	4
Interest-bearing	23,334
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			16,167
Securities sold under agreements to repurchase			3,986

	Dollar Amounts
	In Millions
Trading liabilities		5,804
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		7,593
Bank’s liability on acceptances executed and outstanding		82
Subordinated notes and debentures		7,045
Other liabilities		10,821
Total liabilities	$	345,081
Minority interest in consolidated subsidiaries		66
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		520
Surplus (exclude all surplus related to preferred stock)		24,671
Retained earnings		9,342
Accumulated other comprehensive income		429
Other equity capital components		0
Total equity capital		34,962
Total liabilities, minority interest, and equity capital	$	380,109

I, Karen B. Martin, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Karen B. Martin
Vice President

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Howard Atkins
John Stumpf
Carrie Tolstedt
 
Directors