Document

Exhibit 4.3


Execution Version



SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of  October 14, 2021, among ATM National, LLC, a Delaware limited liability company (“ATM National”), Cardtronics Holdings, LLC, a Delaware limited liability company (“Cardtronics Holdings”), Cardtronics, Inc., a Delaware corporation (“Cardtronics”), Cardtronics USA, Inc., a Delaware corporation (“Cardtronics USA”), CATM Holdings LLC, a Delaware limited liability company (“CATM Holdings” and, collectively with ATM National, Cardtronics Holdings, Cardtronics and Cardtronics USA, the “New Guarantors”), each a subsidiary of NCR Corporation (or its successor), a Maryland corporation (the “Company”), NCR International, Inc., a Delaware corporation, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, 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 existing Subsidiary Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an Indenture (as amended, restated, or otherwise modified from time to time, the “Indenture”) dated as of August 20, 2020, providing for the issuance of 5.250% Senior Notes due 2030 (the “Securities”);
WHEREAS Section 4.11 of the Indenture provides that under certain circumstances the Company is required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all the Company’s obligations under the Securities pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the Existing Guarantors are 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 New Guarantors, the Company, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:
1.  Agreement to Guarantee.  Each New Guarantor hereby agrees, jointly and severally with all the Existing Guarantors, to unconditionally guarantee the Company’s obligations under the Securities on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities.
2.  Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
3.  Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.








4.  Trustee Makes No Representation.  The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
5.  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.
6.  Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
ATM NATIONAL, LLC,

    by
        /s/ Brad Conrad    
        Name: Brad Conrad
        Title:   Treasurer
CARDTRONICS HOLDINGS, LLC,

    by
        /s/ Brad Conrad    
        Name: Brad Conrad
        Title:   President
CARDTRONICS, INC.

    by
        /s/ Brad Conrad    
        Name: Brad Conrad
        Title:   President
CARDTRONICS USA, INC.,

    by
        /s/ Brad Conrad    
        Name: Brad Conrad
        Title:   Treasurer
CATM HOLDINGS LLC,

    by
        /s/ Brad Conrad    
        Name: Brad Conrad
        Title:   President
NCR CORPORATION,

    by
        /s/ Michael Nelson    
        Name: Michael Nelson
        Title:  Treasurer 
[Signature Page to Supplemental Indenture]






NCR INTERNATIONAL, INC.,

    by
        /s/ Farzad Jalil    
        Name: Farzad Jalil
        Title:   Treasurer
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee,

    by
        /s/ Tina D. Gonzalez    
        Name: Tina D. Gonzalez
        Title:   Vice President


[Signature Page to Supplemental Indenture]