Exhibit 4.9





Exhibit 4.9




THIRD SUPPLEMENTAL INDENTURE




Third Supplemental Indenture (this “Supplemental Indenture”), dated as of December 16, 2008
among Cardtronics, Inc., a Delaware corporation (or its permitted successor) (the “Company”), the
Guarantors signatory hereto and Wells Fargo Bank, National Association, 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 July 20, 2007, providing for
the issuance of the Company’s 9 1/4% Senior Subordinated Notes due 2013 – Series B (the “Notes”);



WHEREAS, Section 12.04(c) of the Indenture provides that, except as set forth in Article Five,
and notwithstanding clauses (i) and (ii) of Section 12.04(a), nothing contained in the Indenture
shall prevent any consolidation or merger of a Guarantor with or into another Guarantor;



WHEREAS, effective December 16, 2008, Cardtronics LP, Inc., a Subsidiary of the Company and a
Guarantor (“LP, Inc.”), has merged (the “Merger”) into Cardtronics GP, Inc. (“GP, Inc.”), another
Subsidiary of the Company and a Guarantor, under Section 251 of the Delaware General Corporate Law
(the “DGCL”), pursuant to which LP, Inc. ceased to exist as a separate entity and GP, Inc. was the
surviving entity of the Merger, and, as such, possessed all property and all debts due to any of
GP, Inc. and LP, Inc. and to which all debts, liabilities and duties (including under the Note
Guarantee) of GP, Inc. and LP, Inc. attached;



WHEREAS, effective December 16, 2008, Cardtronics LP, a Delaware limited partnership (the
“Partnership”), a Subsidiary of the Company and a Guarantor, converted (the “Conversion”) under
Section 265 of the DGCL into a Delaware corporation having the name Cardtronics USA, Inc. (“CUSA”),
pursuant to which Conversion for all purposes of the laws of the State of Delaware CUSA was the
same entity as the Partnership, all property and all debts due to the Partnership remained vested
in CUSA and all debts, liabilities and duties (including under the Note Guarantee) of the
Partnership remained attached to CUSA and may be enforced against CUSA to the same extent as if
said debt, liabilities and duties had originally been incurred or contracted by CUSA in its
capacity as CUSA;



WHEREAS, the parties hereto wish to evidence the cessation of existence of LP, Inc. and the
release of the Note Guarantee of LP, Inc. as a result of the Merger, and the conversion of the
Partnership to a Delaware corporation having the name Cardtronics USA, Inc. as a result of the
Conversion; 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 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. As of the effective time of the Merger, LP, Inc. is not a Guarantor for any purposes, its
Note Guarantee is released for all purposes and each notation of the Note Guarantee by LP, Inc. is
now longer in effect.



3. Execution and Delivery. CUSA agrees that the Note Guarantee shall remain in full
force and effect notwithstanding any failure by CUSA to endorse on each Note a notation of the Note
Guarantee with its new name of Cardtronics USA, Inc.



4. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE 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 hereof.



7. 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 Company and the Guarantors.



[SIGNATURE PAGE FOLLOWS]




 


2









 







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.



	 	 	 	 	 
	 	CARDTRONICS, INC., a Delaware corporation

 	 
	 	By:  	/s/ Jack M. Antonini
 	 
	 	 	Jack M. Antonini, President & CEO 	 
	 	 	 	 
	 	CARDTRONICS USA, INC., a Delaware corporation

 	 
	 	By:  	/s/ Jack M. Antonini
 	 
	 	 	Jack M. Antonini, President 	 
	 	 	 	 
	 	CARDTRONICS GP, INC., a Delaware corporation

 	 
	 	By:  	/s/ Jack M. Antonini
 	 
	 	 	Jack M. Antonini, President 	 
	 	 	 	 
	 	CARDTRONICS HOLDINGS, LLC, a Delaware limited liability company

	 
	 	By:  	Cardtronics Inc., its sole member
 	 
	 	 	 
	 	By:  	                                              /s/ Michael E. Keller
 	 
	 	 	Name:  	Michael E. Keller 	 
	 	 	Title:  	Secretary 	 
	 
	 	ATM NATIONAL, LLC, a Delaware limited liability company

 	 
	 	By:  	                                              Cardtronics Inc., its sole member
 	 
	 	 	 
	 	By:  	                                              /s/ Michael E. Keller
 	 
	 	 	Name:  	Michael E. Keller 	 
	 	 	Title:  	Secretary 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Patrick T. Giordano
 	 
	 	 	Name:  	Patrick T. Giordano 	 
	 	 	Title:  	Vice President 	 



 


3