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
”).
WHEREAS, the Company and the other Guarantors
party thereto have heretofore executed and delivered to the Trustee
an indenture (the “ Indenture ”), dated as of
August 12, 2005, as amended by the Supplemental Indentures
thereto dated as of June 22, 2007 and December 22, 2005,
providing for the issuance of the Company’s 9 1/4% Senior
Subordinated Notes due 2013 (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 CU
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