catm_305b2-081310.htm
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549
_____________________________

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
_____________________________

þ  CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association
94-1347393
(Jurisdiction of incorporation or
(I.R.S. Employer
organization if not a U.S. national
Identification No.)
bank)
  
   
101 North Phillips Avenue
  
Sioux Falls, South Dakota
57104
(Address of principal executive offices)
(Zip code)
 
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
_____________________________

CARDTRONICS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation or organization)
76-0681190
(I.R.S. Employer Identification No.)
3250 Briarpark Drive, Suite 400
Houston, TX
 (Address of principal executive offices)
77042
(Zip code)

_____________________________
Senior Subordinated Notes
(Title of indenture securities)

 
 
 

Item 1.
General Information.  Furnish the following information as to the trustee:
 
 
(a)
Name and address of each examining or supervising authority to which it is subject.

 
Comptroller of the Currency
 
Treasury Department
 
Washington, D.C.

 
Federal Deposit Insurance Corporation
 
Washington, D.C.

 
Federal Reserve Bank of San Francisco
 
San Francisco, California 94120

 
(b)
Whether it is authorized to exercise corporate trust powers.

 
The trustee is authorized to exercise corporate trust powers.

Item 2.
Affiliations with Obligor.  If the obligor is an affiliate of the trustee, describe each such affiliation.

 
None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
 
Item 15.
Foreign Trustee.  Not applicable.

Item 16.
List of Exhibits.  List below all exhibits filed as a part of this Statement of Eligibility.

 
Exhibit 1.
A copy of the Articles of Association of the trustee now in effect.*

 
Exhibit 2.
A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

 
Exhibit 3.
See Exhibit 2

 
Exhibit 4.
Copy of By-laws of the trustee as now in effect.***

 
Exhibit 5.
Not applicable.

 
Exhibit 6.
The consent of the trustee required by Section 321(b) of the Act.

 
Exhibit 7.
A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
 
 
Exhibit 8.
Not applicable.

 
Exhibit 9.
Not applicable.
 
*      Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.

**      Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274.

 
 
 
 
SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Dallas and State of Texas on the 9th  day of August, 2010.






WELLS FARGO BANK, NATIONAL ASSOCIATION
 
/s/ Patrick T. Giordano
Patrick T. Giordano
Vice President
 

 
 
 

EXHIBIT 6


 

 

 
August 13, 2010

Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.





Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Patrick T. Giordano                  
Patrick T. Giordano
Vice President


 
 
 

EXHIBIT 7
Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business March 31, 2010, filed in accordance with 12 U.S.C. §161 for National Banks.

 
   Dollar Amounts  
 
   In Millions  
 
      
ASSETS
      
Cash and balances due from depository institutions:
      
Noninterest-bearing balances and currency and coin
   $ 16,410  
Interest-bearing balances
     44,873  
Securities:
        
Held-to-maturity securities
     0  
Available-for-sale securities
     140,265  
Federal funds sold and securities purchased under agreements to resell:
        
Federal funds sold in domestic offices
     1,091  
Securities purchased under agreements to resell
     3,199  
Loans and lease financing receivables:
        
Loans and leases held for sale
     25,990  
Loans and leases, net of unearned income
     706,137                     
LESS: Allowance for loan and lease losses
     21,371                     
Loans and leases, net of unearned income and allowance
     684,766  
Trading Assets
     29,567  
Premises and fixed assets (including capitalized leases)
     8,244  
Other real estate owned
     3,758  
Investments in unconsolidated subsidiaries and associated companies
     536  
Direct and indirect investments in real estate ventures
     121  
Intangible assets
        
Goodwill
     21,238  
Other intangible assets
     28,750  
Other assets
     57,082  
 
        
Total assets
   $ 1,065,890  
         
LIABILITIES
        
Deposits:
        
In domestic offices
   $ 718,242  
Noninterest-bearing
     150,608                     
Interest-bearing
     567,634                      
In foreign offices, Edge and Agreement subsidiaries, and IBFs
     85,329  
Noninterest-bearing
     1,397  
Interest-bearing
     83,932  
Federal funds purchased and securities sold under agreements to repurchase:
        
Federal funds purchased in domestic offices
     5,562  
Securities sold under agreements to repurchase
     14,003  

 
 
 
 
 
   Dollar Amounts  
 
   In Millions  
 
      
       
Trading liabilities
     10,396  
Other borrowed money
        
(includes mortgage indebtedness and obligations under capitalized leases)
     55,783  
Subordinated notes and debentures
     21,583  
Other liabilities
     28,269  
 
        
Total liabilities
   $ 939,167  
         
         
EQUITY CAPITAL
        
Perpetual preferred stock and related surplus
     0  
Common stock
     520  
Surplus (exclude all surplus related to preferred stock)
     98,967  
Retained earnings
     21,137  
Accumulated other comprehensive income
     4,440  
Other equity capital components
     0  
 
        
Total bank equity capital
     125,064  
Noncontrolling (minority) interests in consolidated subsidiaries
     1,659  
         
Total equity capital
     126,723  
 
        
Total liabilities, and equity capital
   $ 1,065,890  




I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
 

    Howard I. Atkins
    EVP & CFO
 
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.


John Stumpf                                                      Directors
Carrie Tolstedt
Michael Loughlin