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Exhibit 4.2
 EXECUTION COPY
 REGISTRATION RIGHTS AGREEMENT
  CARDTRONICS, INC.
CARDTRONICS GP, INC.
CARDTRONICS LP, INC.
CARDTRONICS LP
CARDTRONICS HOLDINGS, LLC
ATM NATIONAL, LLC
  Banc of America Securities LLC
BNP Paribas Securities Corp.




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REGISTRATION RIGHTS AGREEMENT
    Section 1. Definitions.
 Additional Interest Payment Date:
 Broker-Dealer:
 Business Day:
 Closing Date:
 Commission:
 Consummate:




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Effectiveness Target Date:
 Exchange Act:
 Exchange Offer:
 Exchange Offer Registration Statement:
 Exempt Resales:
 Exchange Securities:
 Holders:
 Indemnified Holder:
 Indenture:
 Initial Purchaser:
 Initial Notes:
 Initial Placement:
 Initial Securities:
 Interest Payment Date:
 Issuer Free Writing Prospectus
 2




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Issuer Information
 NASD:
 Person:
 Prospectus:
 Registration Default:
 Registration Statement:
 Securities:
 Securities Act:
 Shelf Filing Deadline:
 Shelf Registration Statement:
 Trust Indenture Act:
 Transfer Restricted Securities:
 Underwritten Registration or Underwritten Offering:
 3




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Section 2. Securities Subject to this Agreement.
 Transfer Restricted Securities.
 Holders of Transfer Restricted Securities.
 Section 3. Registered Exchange Offer.
 th th
 provided, however th
  4




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Section 4. Shelf Registration.
 Shelf Registration. th
  5




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th th th th
 th th th
  Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement.
 Section 5. Additional Interest.
 6




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provided, however,
  Section 6. Registration Procedures.
 Exchange Offer Registration Statement.
   7




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Morgan Stanley and Co., Inc. Exxon Capital Holdings
Corporation
 Shelf Registration Statement.
 General Provisions.
  8




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9




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10




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11




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12




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provided, however
       13




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provided, however,
 14




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Section 7. Registration Expenses.
    Section 8. Indemnification.
  15




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provided, however,
 16




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17




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Section 9. Rule 144A.
 Section 10. Participation in Underwritten Registrations.
 Section 11. Selection of Underwriters. provided, however
 Section 12. Miscellaneous.
 Remedies.
 18




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No Inconsistent Agreements.
 Adjustments Affecting the Securities.
 Amendments and Waivers. provided, however,
 Notices.
   
 19




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Successors and Assigns. provided,
however
 Counterparts.
 Headings.
 Governing Law.
 Severability.
 Entire Agreement.
 20




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CARDTRONICS, INC.By:
    /s/ Jack AntoniniName:
    Jack AntoniniTitle:
    President and Chief Executive OfficerCARDTRONICS GP, INC.By:
    /s/ Jack AntoniniName:
    Jack AntoniniTitle:
    President and Chief Executive OfficerCARDTRONICS LP, INC.By:
    /s/ Peter J. WinningtonName:
    Peter J. WinningtonTitle:
    President and SecretaryCARDTRONICS, LPBy:
    /s/ Jack AntoniniName:
    Jack AntoniniTitle:
    President and Chief Executive OfficerCARDTRONICS HOLDINGS, LLCBy:
    /s/ Jack AntoniniName:
    Jack AntoniniTitle:
    President and Chief Executive OfficerATM NATIONAL, LLCBy:
    /s/ Benjamin PsillasName:
    Benjamin PsillasTitle:
    President Registration Rights Agreement




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BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
By: Banc of America Securities LLCBy:
    /s/ Lex MaultsbyName:
    Lex MaultsbyTitle:
    Managing Director 2