##### 



Exhibit 4.1
 
 EXECUTION COPY
 CARDTRONICS, INC.
 9 1/4% SENIOR SUBORDINATED NOTES DUE 2013  SERIES B
 
 Indenture
 Dated as of July 20, 2007
 
 Wells Fargo Bank, National Association
 Trustee




---



##### 



CROSS-REFERENCE TABLE
 Trust IndentureAct Section
    
    
    
    Indenture Section310(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)
    
    
    
    14.03313(a)
    
    
    
    7.06(b)(1)
    
    
    
    N.A.(b)(2)
    
    
    
    7.06, 7.07(c)
    
    
    
    7.06, 14.02(d)
    
    
    
    7.06314(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 1




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##### 



Trust IndentureAct Section
    
    
    
    Indenture Section(c)
    
    
    
    14.14317(a)(1)
    
    
    
    N.A.(a)(2)
    
    
    
    N.A.(b)
    
    
    
    N.A.318(a)
    
    
    
    N.A.(b)
    
    
    
    N.A.(c)
    
    
    
    14.01
 2




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##### 



TABLE OF CONTENTS
 PageARTICLE ONE
DEFINITIONS AND INCORPORATION
BY REFERENCESection 1.01. Definitions
    
    
    1Section 1.02. Other Definitions
    
    
    27Section 1.03. Incorporation by Reference of Trust Indenture Act
    
    
    28Section 1.04. Rules of Construction
    
    
    28ARTICLE TWO
THE NOTESSection 2.01. Form and Dating
    
    
    29Section 2.02. Execution and Authentication
    
    
    30Section 2.03. Methods of Receiving Payments on the Notes
    
    
    30Section 2.04. Registrar and Paying Agent
    
    
    31Section 2.05. Paying Agent to Hold Money in Trust
    
    
    31Section 2.06. Holder Lists
    
    
    31Section 2.07. Transfer and Exchange
    
    
    32Section 2.08. Replacement Notes
    
    
    44Section 2.09. Outstanding Notes
    
    
    44Section 2.10. Treasury Notes
    
    
    45Section 2.11. Temporary Notes
    
    
    45Section 2.12. Cancellation
    
    
    45Section 2.13. Defaulted Interest
    
    
    46Section 2.14. CUSIP Numbers
    
    
    46ARTICLE THREE
REDEMPTION AND OFFERS TO
PURCHASESection 3.01. Notices to Trustee
    
    
    46Section 3.02. Selection of Notes to Be Redeemed
    
    
    46Section 3.03. Notice of Redemption
    
    
    47Section 3.04. Effect of Notice of Redemption
    
    
    48Section 3.05. Deposit of Redemption Price
    
    
    48Section 3.06. Notes Redeemed in Part
    
    
    48Section 3.07. Optional Redemption
    
    
    48Section 3.08. Repurchase Offers
    
    
    49Section 3.09. No Sinking Fund
    
    
    50i




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##### 



PageARTICLE FOUR
COVENANTSSection 4.01. Payment of Notes
    
    
    51Section 4.02. Maintenance of Office or Agency
    
    
    51Section 4.03. Reports
    
    
    51Section 4.04. Compliance Certificate
    
    
    52Section 4.05. Taxes
    
    
    53Section 4.06. Stay, Extension and Usury Laws
    
    
    53Section 4.07. Restricted Payments
    
    
    53Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
    
    
    57Section 4.09. Incurrence of Indebtedness
    
    
    59Section 4.10. Asset Sales
    
    
    61Section 4.11. Transactions with Affiliates
    
    
    63Section 4.12. Liens
    
    
    64Section 4.13. Business Activities
    
    
    65Section 4.14. Offer to Repurchase upon a Change of Control
    
    
    65Section 4.15. Limitation on Senior Subordinated Debt
    
    
    66Section 4.16. Designation of Restricted and Unrestricted Subsidiaries
    
    
    66Section 4.17. Payments for Consent
    
    
    68Section 4.18. Guarantees
    
    
    68Section 4.19. Limitation on Issuances and Sales of Preferred Stock in Restricted Subsidiaries
    
    
    69ARTICLE FIVE
SUCCESSORSSection 5.01. Merger, Consolidation or Sale of Assets
    
    
    70Section 5.02. Successor Corporation Substituted
    
    
    71ARTICLE SIX
DEFAULTS AND REMEDIESSection 6.01. Events of Default
    
    
    71Section 6.02. Acceleration
    
    
    73Section 6.03. Other Remedies
    
    
    74Section 6.04. Waiver of Past Defaults
    
    
    74Section 6.05. Control by Majority
    
    
    74Section 6.06. Limitation on Suits
    
    
    74Section 6.07. Rights of Holders of Notes to Receive Payment
    
    
    75Section 6.08. Collection Suit by Trustee
    
    
    75Section 6.09. Trustee May File Proofs of Claim
    
    
    75Section 6.10. Priorities
    
    
    76Section 6.11. Undertaking for Costs
    
    
    76ARTICLE SEVEN
TRUSTEESection 7.01. Duties of Trustee
    
    
    77ii




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##### 



PageSection 7.02. Certain Rights of Trustee
    
    
    78Section 7.03. Individual Rights of Trustee
    
    
    78Section 7.04. Trustees Disclaimer
    
    
    79Section 7.05. Notice of Defaults
    
    
    79Section 7.06. Reports by Trustee to Holders of the Notes
    
    
    79Section 7.07. Compensation and Indemnity
    
    
    79Section 7.08. Replacement of Trustee
    
    
    80Section 7.09. Successor Trustee by Merger, Etc.
    
    
    81Section 7.10. Eligibility; Disqualification
    
    
    81Section 7.11. Preferential Collection of Claims Against Company
    
    
    82ARTICLE EIGHT
DEFEASANCE AND COVENANT DEFEASANCESection 8.01. Option to Effect Legal Defeasance or Covenant Defeasance
    
    
    82Section 8.02. Legal Defeasance and Discharge
    
    
    82Section 8.03. Covenant Defeasance
    
    
    83Section 8.04. Conditions to Legal or Covenant Defeasance
    
    
    83Section 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions
    
    
    85Section 8.06. Repayment to the Company
    
    
    85Section 8.07. Reinstatement
    
    
    85ARTICLE NINE
AMENDMENT, SUPPLEMENT AND WAIVERSection 9.01. Without Consent of Holders of Notes
    
    
    86Section 9.02. With Consent of Holders of Notes
    
    
    87Section 9.03. Compliance with Trust Indenture Act
    
    
    89Section 9.04. Revocation and Effect of Consents
    
    
    89Section 9.05. Notation on or Exchange of Notes
    
    
    89Section 9.06. Trustee to Sign Amendments, Etc.
    
    
    89ARTICLE TEN
SATISFACTION AND DISCHARGESection 10.01. Satisfaction and Discharge
    
    
    89Section 10.02. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions
    
    
    91Section 10.03. Repayment to the Company
    
    
    91Section 10.04. Survival
    
    
    91ARTICLE ELEVEN
SUBORDINATION OF NOTESSection 11.01. Agreement to Subordinate
    
    
    92Section 11.02. Liquidation; Dissolution; Bankruptcy
    
    
    92Section 11.03. Default on Designated Senior Debt
    
    
    92iii




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##### 



PageSection 11.04. Acceleration of Securities
    
    
    93Section 11.05. When Distribution Must Be Paid Over
    
    
    93Section 11.06. Notice by the Company
    
    
    94Section 11.07. Subrogation
    
    
    94Section 11.08. Relative Rights
    
    
    94Section 11.09. Subordination May Not Be Impaired by the Company
    
    
    95Section 11.10. Distribution or Notice to Representative
    
    
    95Section 11.11. Rights of Trustee and Paying Agent
    
    
    95Section 11.12. Authorization to Effect Subordination
    
    
    95ARTICLE TWELVE
NOTE GUARANTEESSection 12.01. Guarantee
    
    
    96Section 12.02. Limitation on Guarantor Liability
    
    
    97Section 12.03. Note Guarantees under Indenture
    
    
    97Section 12.04. Guarantors May Consolidate, Etc., on Certain Terms
    
    
    97Section 12.05. Release of Guarantor
    
    
    98ARTICLE THIRTEEN
SUBORDINATION OF NOTE GUARANTEESSection 13.01. Agreement To Subordinate
    
    
    99Section 13.02. Liquidation, Dissolution, Bankruptcy
    
    
    99Section 13.03. Default on Designated Senior Debt of Guarantor
    
    
    99Section 13.04. Demand for Payment
    
    
    101Section 13.05. When Distribution Must Be Paid Over
    
    
    101Section 13.06. Notice by the Guarantors
    
    
    101Section 13.07. Subrogation
    
    
    101Section 13.08. Relative Rights
    
    
    102Section 13.09. Subordination May Not Be Impaired by Guarantor
    
    
    102Section 13.10. Distribution or Notice to Representative
    
    
    102Section 13.11. Rights of Trustee and Paying Agent
    
    
    103Section 13.12. Authorization to Effect Subordination
    
    
    103Section 13.13. Reliance by Holders of Senior Debt of Guarantors on Subordination Provisions
    
    
    103ARTICLE FOURTEEN
MISCELLANEOUSSection 14.01. Trust Indenture Act Controls
    
    
    103Section 14.02. Notices
    
    
    103Section 14.03. Communication by Holders of Notes with Other Holders of Notes
    
    
    105Section 14.04. Certificate and Opinion as to Conditions Precedent
    
    
    105Section 14.05. Statements Required in Certificate or Opinion
    
    
    105Section 14.06. Rules by Trustee and Agents
    
    
    106Section 14.07. No Personal Liability of Directors, Officers, Employees and Stockholders
    
    
    106Section 14.08. Governing Law
    
    
    106iv




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##### 



PageSection 14.09. Consent to Jurisdiction
    
    
    106Section 14.10. No Adverse Interpretation of Other Agreements
    
    
    106Section 14.11. Successors
    
    
    107Section 14.12. Severability
    
    
    107Section 14.13. Counterpart Originals
    
    
    107Section 14.14. Acts of Holders
    
    
    107Section 14.15. Benefit of Indenture
    
    
    108Section 14.16. Table of Contents, Headings, Etc.
    
    
    108v




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##### 



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




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##### 



INDENTURE
   ARTICLE ONE
DEFINITIONS AND INCORPORATION
BY REFERENCE
 Definitions
 144A Global Note Exhibit A
 Additional Interest
 Additional Notes
  Applicable Premium  plus
 Affiliate
 1




---



##### 



provided
 Agent
 Applicable Procedures
 Asset Sale
            2




---



##### 



Bankruptcy Law
 Beneficial Owner Beneficial Owners Beneficially Owns Beneficially Owned
 Board of Directors
    Board Resolution
 Broker-Dealer
 Business Day
 Capital Lease Obligation
 Capital Stock
    3




---



##### 



Cash Equivalents
  provided
       Change of Control
 4




---



##### 



Clearstream
 Closing Date
 Company
 Commission
 5




---



##### 



Common Stock
 Consolidated Cash Flow plus
 plus
 plus
 minus
    Consolidated Net Assets provided
 6




---



##### 



Consolidated Net Income provided
          7




---



##### 



Continuing Directors
   Corporate Trust Office of the Trustee
 Credit Agreement
 Credit Facilities
 Custodian
 Default
 Definitive Note Exhibit A
 Depositary
 8




---



##### 



Designated Non-Cash Consideration
 Designated Senior Debt
   Disqualified Stock
 Domestic Subsidiary
 Equity Offering
 9




---



##### 



Equity Interests
 Euroclear
 European Union
 Exchange Act
 Exchange Notes
 Exchange Offer
 Exchange Offer Registration Statement
 Existing Indebtedness
 Existing Preferred Stock
 Fair Market Value
  Fixed Charges
  10




---



##### 



plus
 plus
 plus
  Fixed Charge Coverage Ratio Calculation Date
     11




---



##### 



pro forma
  GAAP
 Global Note Legend
 Global Notes Exhibit A
 Government Securities
 Guarantee
 Guarantors
   12




---



##### 



Hedging Obligations
    Holder
 Immaterial Subsidiary provided
 Incur Incurrence Incurred provided provided
 Indebtedness
   13




---



##### 



provided
      14




---



##### 



Indenture
 Indirect Participant
 Initial Guarantors
 Institutional Accredited Investor
 Investment Grade Rating
 Investments
 15




---



##### 



Legal Holiday
 Legended Regulation S Global Note Exhibit A
 Letter of Transmittal
 Lien
 Moodys
 Net Income
  16




---



##### 



Net Proceeds
      provided
 Non-U.S. Person
 Note Guarantee
 17




---



##### 



Notes
 Obligations
 Officer
 Officers Certificate
 Old Notes Issue Date 1 4
 Old Notes Offering Memorandum 1 4
 Opinion of Counsel
 Participant
 Permitted Business
 Permitted Investments
    18




---



##### 



19




---



##### 



Permitted Junior Securities
   Permitted Liens
   provided
 provided
   provided
 provided
 20




---



##### 



provided,
however,
  Permitted Refinancing Indebtedness
 21




---



##### 



provided
    pari passu pari passu
 provided, however,
 Person
 Preferred Stock
 Principals
 22




---



##### 



Private Placement Legend
 QIB
 Rating Agency
 Registration Rights Agreement
 Regulation S
 Regulation S Global Note
 Related Party Principal
 Replacement Assets
 Responsible Officer
 Restricted Definitive Note
 23




---



##### 



Restricted Global Note
 Restricted Investment
 Restricted Period
 Restricted Subsidiary
 Rule 144
 Rule 144A
 Rule 903
 Rule 904
 SEC
 Securities Act
 Senior Debt
       24




---



##### 



1 4
 pari passu 1 4 pari passu 1 4
 Shelf Registration Statement
 Significant Subsidiary
 Standard & Poors
 Stated Maturity
 Subsidiary
  25




---



##### 



Subsidiary Guarantors
   Treasury Rate provided, however,
 TIA
 Trustee
 Unlegended Regulation S Global Note Exhibit
A
 Unrestricted Definitive Note
 Unrestricted Global Note Exhibit A
 Unrestricted Subsidiary
 26




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##### 



U.S. Person
 Voting Stock
 Weighted Average Life to Maturity
   Other Definitions
 Defined inTerm
    
    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
 27




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##### 



Incorporation by Reference of Trust Indenture Act
   indenture securities
 indenture security holder
 indenture to be qualified
 indenture trustee institutional trustee
 obligor
  Rules of Construction
 (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
 28




---



##### 



(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
 Form and Dating
 General Exhibit A
  Global Notes Exhibit A Exhibit A
 Regulation S Global Notes DTC
 29




---



##### 



Euroclear and Clearstream Procedures Applicable
 Execution and Authentication
      Authentication Order
  Methods of Receiving Payments on the Notes
  30




---



##### 



Registrar and Paying Agent
 Registrar Paying Agent Registrar Paying Agent
   Paying Agent to Hold Money in Trust
  Holder Lists
  31




---



##### 



Transfer and Exchange
 Transfer and Exchange of Global Notes provided
 Transfer and Exchange of Beneficial Interests in the Global Notes
 Transfer of Beneficial Interests in the Same Global Note provided however
 32




---



##### 



All Other Transfers and Exchanges of Beneficial Interests in Global Notes provided
 Transfer of Beneficial Interests to Another Restricted Global Note
 Exhibit B
 Exhibit B
 Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note
 33




---



##### 



Exhibit C
 Exhibit B
    34




---



##### 



Transfer or Exchange of Beneficial Interests for Definitive Notes
 Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes
 Exhibit C
 Exhibit B
   Exhibit B
 Exhibit B
  Beneficial Interests in Legended Regulation S Global Note to Definitive Notes
 35




---



##### 



Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes
     Exhibit C
 Exhibit B
  36




---



##### 



Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes
 Transfer and Exchange of Definitive Notes for Beneficial Interests
 Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes
 Exhibit C
 Exhibit
B
 offshore transaction Exhibit B
 Exhibit B
  37




---



##### 



Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes
     Exhibit C
 Exhibit B
  38




---



##### 



Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes
  Transfer and Exchange of Definitive Notes for Definitive Notes
 Restricted Definitive Notes to Restricted Definitive Notes
 Exhibit
B
  Exhibit B
 Restricted Definitive Notes to Unrestricted Definitive Notes
 39




---



##### 



Exhibit C
 Exhibit B
  Unrestricted Definitive Notes to Unrestricted Definitive Notes
 Exchange Offer
 40




---



##### 



Legends
 Private Placement Legend
    41




---



##### 



Global Note Legend
  Original Issue Discount Legend
  42




---



##### 



Regulation S Global Note Legend
  Cancellation and/or Adjustment of Global Notes
 General Provisions Relating to Transfers and Exchanges
      43




---



##### 



Replacement Notes
   Outstanding Notes
  44




---



##### 



Treasury Notes
  Temporary Notes
   Cancellation
  45




---



##### 



Defaulted Interest
 provided
 CUSIP Numbers
 provided
 ARTICLE THREE
REDEMPTION AND OFFERS TO
PURCHASE
 Notices to Trustee
  Selection of Notes to Be Redeemed
 pro rata
 46




---



##### 



Notice of Redemption
           provided however
 47




---



##### 



Effect of Notice of Redemption
  Deposit of Redemption Price
   Notes Redeemed in Part
  Optional Redemption
   48




---



##### 



Repurchase Offers
 Repurchase Offer
 Offer Period Purchase Date Offer Amount
         49




---



##### 



No Sinking Fund
  50




---



##### 



ARTICLE FOUR
COVENANTS
 Payment of Notes
   Maintenance of Office or Agency
  provided however
  Reports
  51




---



##### 



Compliance Certificate
  52




---



##### 



Taxes
  Stay, Extension and Usury Laws
  Restricted Payments
   53




---



##### 



Restricted Payments
     plus
 plus
  54




---



##### 



plus
 provided, however,
    provided
  55




---



##### 



provided
  provided further
    provided however,
 56




---



##### 



Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries
      provided
    57




---



##### 



provided
          58




---



##### 



Incurrence of Indebtedness
 provided, however,
 Permitted Debt
 less
     59




---



##### 



provided,
however,
        60




---



##### 



Asset Sales
      61




---



##### 



Excess Proceeds Trigger Date Excess Proceeds Asset Sale Offer pari passu pari passu pari passu
 pari passu
 62




---



##### 



pari passu pari passu
  Transactions with Affiliates
 Affiliate Transaction
      63




---



##### 



Liens
  64




---



##### 



Business Activities
  Offer to Repurchase upon a Change of Control
 Change of Control Offer Change of Control
Payment Change of Control Payment Date
      65




---



##### 



provided
    Limitation on Senior Subordinated Debt
 pari passu pari passu
 Designation of Restricted and Unrestricted Subsidiaries
 provided
  66




---



##### 



provided
  67




---



##### 



Payments for Consent
  Guarantees
     68




---



##### 



Limitation on Issuances and Sales of Preferred Stock in Restricted
Subsidiaries
     69




---



##### 



ARTICLE FIVE
SUCCESSORS
 Merger, Consolidation or Sale of Assets
         70




---



##### 



Successor Corporation Substituted
  ARTICLE SIX
DEFAULTS AND REMEDIES
 Events of Default
      71




---



##### 



Payment Default
           72




---



##### 



Acceleration
 provided, however,
  73




---



##### 



Other Remedies
   Waiver of Past Defaults
 provided however
  Control by Majority
  Limitation on Suits
  74




---



##### 



Rights of Holders of Notes to Receive Payment
  Collection Suit by Trustee
  Trustee May File Proofs of Claim
  75




---



##### 



Priorities
      Undertaking for Costs
  76




---



##### 



ARTICLE SEVEN
TRUSTEE
 Duties of Trustee
            77




---



##### 



Certain Rights of Trustee
        Individual Rights of Trustee
  78




---



##### 



Trustees Disclaimer
  Notice of Defaults
  Reports by Trustee to Holders of the Notes
   Compensation and Indemnity
  79




---



##### 



Replacement of Trustee
     80




---



##### 



provided
 Successor Trustee by Merger, Etc
  Eligibility; Disqualification
   81




---



##### 



Preferential Collection of Claims Against Company
 provided however pari passu
 ARTICLE EIGHT
DEFEASANCE AND COVENANT DEFEASANCE
 Option to Effect Legal Defeasance or Covenant Defeasance
  Legal Defeasance and Discharge
 Legal Defeasance
 82




---



##### 



Covenant Defeasance
 Covenant Defeasance
 Conditions to Legal or Covenant Defeasance
    83




---



##### 



84




---



##### 



Deposited Money and Government Securities to Be Held in Trust; Other
Miscellaneous Provisions
    Repayment to the Company
 provided however
 Reinstatement
  85




---



##### 



provided however
 ARTICLE NINE
AMENDMENT, SUPPLEMENT AND WAIVER
 Without Consent of Holders of Notes
          86




---



##### 



With Consent of Holders of Notes
     87




---



##### 



88




---



##### 



Compliance with Trust Indenture Act
  Revocation and Effect of Consents
  Notation on or Exchange of Notes
   Trustee to Sign Amendments, Etc
  ARTICLE TEN
SATISFACTION AND DISCHARGE
 Satisfaction and Discharge
  89




---



##### 



90




---



##### 



Deposited Money and Government Securities to Be Held in Trust; Other
Miscellaneous Provisions
  Repayment to the Company
 provided however
 Survival.
     91




---



##### 



ARTICLE ELEVEN
SUBORDINATION OF NOTES
 Agreement to Subordinate
  Liquidation; Dissolution; Bankruptcy
  Default on Designated Senior Debt
   nonpayment default Payment Blockage Notice
    92




---



##### 



provided
 Acceleration of Securities
  When Distribution Must Be Paid Over
  93




---



##### 



Notice by the Company
  Subrogation
 pari passu 1 4
 Relative Rights
     94




---



##### 



Subordination May Not Be Impaired by the Company
  Distribution or Notice to Representative
   Rights of Trustee and Paying Agent
   Authorization to Effect Subordination
  95




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##### 



ARTICLE TWELVE
 NOTE GUARANTEES
 Guarantee
     96




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##### 



Limitation on Guarantor Liability
  Note Guarantees under Indenture
    Guarantors May Consolidate, Etc., on Certain Terms
  97




---



##### 



Release of Guarantor
      98




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##### 



ARTICLE THIRTEEN
 SUBORDINATION OF NOTE GUARANTEES
 Agreement To Subordinate
  Liquidation, Dissolution, Bankruptcy
  Default on Designated Senior Debt of Guarantor
    99




---



##### 



provided
 100




---



##### 



Demand for Payment
  When Distribution Must Be Paid Over
   Notice by the Guarantors
  Subrogation
 pari passu 1 4
 101




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##### 



Relative Rights
      Subordination May Not Be Impaired by Guarantor
  Distribution or Notice to Representative
   102




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##### 



Rights of Trustee and Paying Agent
   Authorization to Effect Subordination
  Reliance by Holders of Senior Debt of Guarantors on Subordination
Provisions
  ARTICLE FOURTEEN
 MISCELLANEOUS
 Trust Indenture Act Controls
  Notices
  103




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##### 



104




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##### 



Communication by Holders of Notes with Other Holders of Notes
  Certificate and Opinion as to Conditions Precedent
    Statements Required in Certificate or Opinion
    105




---



##### 



Rules by Trustee and Agents
  No Personal Liability of Directors, Officers, Employees and
Stockholders
  Governing Law
  Consent to Jurisdiction
 Related Proceedings Specified Courts
 No Adverse Interpretation of Other Agreements
  106




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##### 



Successors
  Severability
  Counterpart Originals
  Acts of Holders
 Act
   107




---



##### 



provided
   Benefit of Indenture
  Table of Contents, Headings, Etc
  SIGNATURE PAGES FOLLOW
 108




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##### 



CARDTRONICS, INC., a Delaware corporationBy:
    /s/ Jack M. AntoniniName:
    Jack M. AntoniniTitle     President and Chief Executive OfficerCARDTRONICS GP, INC., a Delaware corporationBy:
    /s/ Jack M. AntoniniName:
    Jack M. AntoniniTitle     PresidentCARDTRONICS LP, INC., a Delaware corporationBy:
    /s/ Peter J. WinningtonName:
    Peter J. WinningtonTitle:
    PresidentCARDTRONICS, LP, a Delaware partnershipBy:
    /s/ Jack M. AntoniniName:
    Jack M. AntoniniTitle     PresidentCARDTRONICS HOLDINGS, LLC, a Delaware limited
liability companyBy:
    /s/ Jack M. AntoniniName:
    Jack M. AntoniniTitle     PresidentATM NATIONAL, LLC, a Delaware
limited liability companyBy:
    /s/ Ben PsillasName:
    Ben PsillasTitle:
    President




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##### 



WELLS FARGO BANK, NATIONAL ASSOCIATION, as
TrusteeBy:
    /s/ Patrick GiordanoName:
    Patrick GiordanoTitle:
    Vice President




---



##### 



EXHIBIT A




---



##### 



Additional language for Regulation S Note to be inserted after paragraph 1




---



##### 



1  2
 No.
    
    **$**
    Company
    SIGNATURE PAGE FOLLOWS
 
 1
    
    Sold in reliance on Rule 144A2
    
    Sold in reliance on Regulation S




---



##### 



CARDTRONICS, INC., a Delaware corporationBy:Name:Title:




---



##### 



 
 WELLS FARGO BANK, NATIONAL ASSOCIATION,
as TrusteeBy:Authorized Signatory




---



##### 



Interest Interest Payment Date provided provided further
 Method of Payment
 Paying Agent and Registrar




---



##### 



Indenture Indenture
 Optional Redemption
 Year
    
    Percentage2009
    
    
    104.625
    %2010
    
    
    102.313
    %2011 and thereafter
    
    
    100.000
    %
 provided
  Repurchase at Option of Holder




---



##### 



Denominations, Transfer, Exchange
 Persons Deemed Owners
 Amendment, Supplement and Waiver
 Defaults and Remedies
 Trustee Dealings with Company
 No Recourse Against Others
 Authentication




---



##### 



Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes
 CUSIP Numbers
 Note Guarantees
 Copies of Documents
 
 Subordination




---



##### 



Assignment Form
  (I) or (we) assign and transfer this Note to:(Insert assignees legal name)
 
  
 
 
 
  and irrevocably appoint
  
 Your Signature:(Sign exactly as your name appears on the face of this Note)
 
 
 *
    
    Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).




---



##### 



o o
  
 
 Your Signature:(Sign exactly as your name appears on the face of this Note)Tax Identification No.:
 
 
 *
    
    Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




---



##### 



To be inserted for Rule 144A Global Note
   Principal Amount
    
    Signature ofAmount of Decrease in
    
    Amount of Increase in
    
    of this Global Note
    
    Authorized SignatoryPrincipal Amount
    
    Principal Amount
    
    Following such
    
    of Trustee orDate of Exchange
    
    of this Global Note
    
    of this Global Note
    
    decrease (or increase)
    
    Custodian
 To be inserted for Regulation S Global Note
   Principal Amount
    
    Signature ofAmount of Decrease in
    
    Amount of Increase in
    
    of this Global Note
    
    Authorized SignatoryPrincipal Amount
    
    Principal Amount
    
    Following such
    
    of Trustee orDate of Exchange
    
    of this Global Note
    
    of this Global Note
    
    decrease (or increase)
    
    Custodian




---



##### 



EXHIBIT B
  
 
 
  Indenture Company
 Transferor  Transfer   Transferee
  o Check if Transferee will take delivery of a beneficial interest in the 144A Global Note
or a Definitive Note Pursuant to Rule 144A Securities Act
 o 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




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##### 



o 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
 o
 o Exhibit D
 Check if Transferee will take delivery of a beneficial interest in an Unrestricted
Global Note or of an Unrestricted Definitive Note
 o




---



##### 



o
 o




---



##### 



Dated:[Insert Name of Transferor]By:Name:Title:




---



##### 



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 ); oro
    
    (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 ); oro
    
    (b)
    
    a Restricted Definitive Note; oro
    
    (c)
    
    an Unrestricted Definitive Note,in accordance with the terms of the Indenture.




---



##### 



EXHIBIT C
  
 
 
  Indenture Company
 Owner  Exchange
  o Securities Act
 o




---



##### 



o
 o
  o
 o
 o
 o




---



##### 



Dated:[Insert Name of Transferor]By:Name:Title:




---



##### 



EXHIBIT D
 FORM OF NOTATION OF GUARANTEE




---



##### 



CARDTRONICS GP, INC.By:Name:Title:CARDTRONICS LP, INC.By:Name:Title:CARDTRONICS, LPBy:Name:Title:CARDTRONICS HOLDINGS, LLCBy:Name:Title:ATM NATIONAL, LLCBy:Name:Title:




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##### 



EXHIBIT E
 FORM OF SUPPLEMENTAL INDENTURE
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS
 Supplemental Indenture   Guaranteeing Subsidiary Company Trustee
  Indenture Notes
 Note Guarantee
   Capitalized Terms
 Agreement to Guarantee
   E-1




---



##### 



E-2




---



##### 



Execution and Delivery
 Guaranteeing Subsidiary May Consolidate, Etc., on Certain Terms
 Release
 No Recourse Against Others
 Subordination of Note Guarantee
 NEW YORK LAW TO GOVERN
 E-3




---



##### 



Counterparts
 Effect of Headings
 Trustee
 SIGNATURE PAGE FOLLOWS
 E-4




---



##### 



[NAME OF GUARANTEEING SUBSIDIARY]By:Name:Title:[], a [] [corporation][limited liability
company][partnership]By:Name:Title:[],
as TrusteeBy:Name:Title: E-5