exv10w41



 




Exhibit
10.41


December 10, 2007




TA Associates, Inc.

High Street Tower, Suite 2500

125 High Street

Boston, MA 02110




Attention: Michael A.R. Wilson




     Re: Initial Public Offering



Gentlemen:




     This letter memorializes our discussions relating the application of the “Make Whole
Conversion Rate” which appears in Cardtronics, Inc.’s Second Amended and Restated Certificate of
Incorporation and determines the number of shares of Common Stock into which the TA Funds’ Series B
Convertible Preferred Stock will convert upon the consummation of the company’s currently
structured initial public offering as reflected in the registration statement on Form S-1 (the
“IPO”). “TA Funds” means the Affiliates of TA Associates, Inc. that are record holders of Series B
Convertible Preferred Stock and are signatories hereto. Other capitalized terms used in this
letter that are not defined herein have the meanings given to them in the company’s Second Amended
and Restated Certificate of Incorporation. The agreements in this letter assume that no dividends
or distributions are made by the Corporation prior to the effectiveness of such registration
statement.



     In the event the price to the public per share of Common Stock in the IPO is $12 or more
(after taking into account the common stock split that will occur in connection with the
consummation of the IPO), each share of Series B Preferred Stock held by each of the TA Funds will
convert into shares of Common Stock at the time of the IPO pursuant to the existing “Make Whole
Conversion Rate” as outlined in the Second Amended and Restated Certificate of Incorporation. In
the event the price to the public per share of Common Stock in the IPO (“IPO Price”) is less than
$12 (after taking into account the common stock split that will occur in connection with the
consummation of the company’s IPO), the “Make Whole Conversion Rate” shall apply in full, but shall
be modified to reflect only 50% of the beneficial conversion amount that would have otherwise been
received by the TA Funds for the beneficial conversion amount associated with the differential
between the actual IPO price and $12.



     Solely in connection with the IPO, the TA Funds hereby irrevocably waive receipt of the number
of shares of Common Stock issuable upon conversion of the Series B Preferred Stock at the IPO on
the terms set forth in the Second Amended and Restated Certificate of Incorporation (disregarding
this letter) that exceed the number of shares of Common Stock issuable upon conversion of the
Series B Preferred Stock at the IPO on the terms set forth in the Second



 









 





TA Associates, Inc.

December 10, 2007

Page 2

 



Amended and Restated Certificate of Incorporation (taking into account the terms of this
letter as if they were a modification of the Second Amended and Restated Certificate of
Incorporation).




     If you are in agreement with the foregoing, please acknowledge in the space provided below.



	 	 	 	 	 
	 	Very truly yours,



CARDTRONICS, INC.

 	 
	 	By:  	/s/ J. Chris Brewster
 	 
	 	 	J. Chris Brewster 	 
	 	 	Chief Financial Officer 	 
	 



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ACKNOWLEDGED AND AGREED:  
	 
	 	 	 	 	 	 
	TA IX L.P.
	By:	 	TA Associates IX LLC, its General Partner	 	 
	By:	 	TA Associates, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael A.R. Wilson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Michael A.R. Wilson	 	 
	 

	 	Its:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	TA/ATLANTIC AND PACIFIC IV L.P.
	By:	 	TA Associates AP IV L.P., its General Partner	 	 
	By:	 	TA Associates, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael A.R. Wilson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Michael A.R. Wilson	 	 
	 

	 	Its:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	TA/ATLANTIC AND PACIFIC V L.P.
	By:	 	TA Associates AP V L.P., its General Partner	 	 
	By:	 	TA Associates, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael A.R. Wilson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Michael A.R. Wilson	 	 
	 

	 	Its:
	 	Managing Director