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Delaware		7389		76-0681190
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

3110 Hayes Road, Suite 300 Houston, Texas 77082 (281) 596-9988 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)		J. Chris Brewster Chief Financial Officer 3110 Hayes Road, Suite 300 Houston, Texas 77082 (281) 596-9988 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

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	*	Includes certain subsidiaries of Cardtronics, Inc. identified below.

Delaware				75-3003720
(State or Other Jurisdiction of Incorporation or Organization)				(I.R.S. Employer Identification Number)

Delaware				51-0412519
(State or Other Jurisdiction of Incorporation or Organization)				(I.R.S. Employer Identification Number)

Delaware				76-0419117
(State or Other Jurisdiction of Incorporation or Organization)				(I.R.S. Employer Identification Number)

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	•	We are offering to exchange up to $200,000,000 of our outstanding 9.250% Senior Notes due 2013 for new notes with substantially identical terms that have been registered under the Securities Act and are freely tradable.
	•	We will exchange all outstanding notes that you validly tender and do not validly withdraw before the exchange offer expires for an equal principal amount of new notes.
	•	The exchange offer expires at 5:00 p.m., New York City time, on                   , 2006, unless extended. We do not currently intend to extend the exchange offer.
	•	Tenders of outstanding notes may be withdrawn at any time prior to the expiration of the exchange offer.
	•	The exchange of outstanding notes for new notes will not be a taxable event for U.S. federal income tax purposes.

	•	The new notes will mature on August 15, 2013.

	•	Interest on the new notes is payable on February 15 and August 15 of each year.
	•	Interest will accrue from August 12, 2005 or the most recent date to which interest has been paid.

	•	We may redeem some or all of the new notes at any time on or after August 15, 2009 at redemption prices listed in “Description of the New Notes — Optional Redemption,” and we may redeem some or all of the notes before that date by the payment of a make-whole premium.
	•	Subject to certain limitations, we may also redeem up to 35% of the new notes using the proceeds of certain equity offerings completed before August 15, 2008.

	•	If we experience a change of control, subject to certain conditions, we must offer to purchase the new notes.

	•	The new notes are unsecured senior subordinated obligations. The new notes rank junior in right of payment with all of our other existing and future senior debt including borrowings under our bank credit facilities. As of March 31, 2006, approximately $53.2 million of indebtedness would have ranked senior in right of payment to the new notes.

	•	All payments on the new notes, including principal and interest, will be jointly and severally guaranteed on a senior subordinated basis by all of our existing domestic subsidiaries and certain of our future subsidiaries.

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INDUSTRY AND MARKET DATA			i
FORWARD-LOOKING STATEMENTS			i
SUMMARY			1
RISK FACTORS			9
EXCHANGE OFFER			20
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA			27
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			29
THE ATM INDUSTRY			62
BUSINESS			64
MANAGEMENT			77
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			83
PRINCIPAL STOCKHOLDERS			86
DESCRIPTION OF OTHER INDEBTEDNESS			88
DESCRIPTION OF THE NEW NOTES			90
FEDERAL INCOME TAX CONSIDERATIONS			132
PLAN OF DISTRIBUTION			133
LEGAL MATTERS			134
EXPERTS			134
WHERE YOU CAN FIND MORE INFORMATION			134
INDEX TO FINANCIAL STATEMENTS			F-1
LETTER OF TRANSMITTAL			A-1
Share Sale and Purchase Agreement
Purchase and Sale Agreement
Computation of Ratio of Earnings to Fixed Charges
Consent of KPMG LLP
Consent of Deloitte and Touche, LLP

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	We operate in a changing and unpredictable regulatory environment. If we are subject to new legislation regarding the operation of our ATMs, we could be required to make substantial expenditures to comply with such legislation, which may reduce our net income and our profit margins.

	The passing of legislation banning or limiting surcharge fees would severely impact our revenue.

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	We depend on ATM transaction fees for substantially all of our revenues and our revenues would be reduced by a decline in usage of or surcharge fees at our ATMs.

	We derive a substantial portion of our revenue from ATMs placed with a small number of merchants. If one or more of our top merchants were to cease doing business with us, or to substantially reduce its dealings with us, our revenues could decline.

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	The ATM industry is highly competitive and such competition may increase, which may adversely affect our profit margins.

	We may be unable to integrate our recent and future acquisitions in an efficient manner and inefficiencies would increase our cost of operations and reduce our profitability.

	•	the operations, technology and personnel of any acquired companies may be difficult to integrate;
	•	the allocation of management resources to consummate these transactions may disrupt our day-to-day business; and
	•	acquired networks may not achieve anticipated revenues, earnings or cash flow. Such a shortfall could require us to write down the carrying value of the intangible assets associated with any acquired company, which would adversely affect our reported earnings.

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	The full impact of our recent acquisitions on our operating results is not fully reflected in our historical financial results, which as a result we believe are not necessarily indicative of our future results of operations.

	Changes in interest rates could increase our operating costs by increasing interest expense under our credit facilities and our cash management costs.

	Our earnings may be reduced due to the risk of fluctuations in foreign currencies, specifically the British Pound and Mexican Peso.

	Our international operations may not be successful, which would result in a reduction of our gross profits.

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	•	exposure to currency fluctuations;
	•	difficulties in complying with foreign laws and regulations;
	•	unexpected changes in regulatory requirements;
	•	difficulties in staffing and managing foreign operations; and
	•	potentially adverse tax consequences.

	If we, our transaction processors, our electric funds transfer networks or other service providers experience system failures, the ATM products and services we provide could be delayed or interrupted, which would harm our business.

	We rely on third parties to provide us with the cash we require to operate many of our ATMs. If these third parties were unable or unwilling to provide us with the necessary cash to operate our ATMs, we would need to locate alternative sources of cash to operate our ATMs or we would not be able to operate our business.

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	Criminal activity by third parties, whether through tampering with our ATM machines or otherwise, could result in decreased consumer confidence in ATM usage and thereby reduce our profit.

	We rely on electronic funds transfer network providers, transaction processors and maintenance providers; if they fail or no longer agree to provide their services, we could suffer a temporary loss of transaction revenues or the permanent loss of any merchant contract affected by such disruption.

	We have a substantial amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness, including the notes.

	•	make it more difficult for us to satisfy our obligations with respect to our indebtedness, including the notes, and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under the indenture governing the notes and the agreements governing such other indebtedness;
	•	require us to dedicate a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes;
	•	limit our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
	•	make us more vulnerable to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

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	•	limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our growth strategy, research and development costs or other purposes; and
	•	place us at a disadvantage compared to our competitors who have less debt.

	Repayment of our debt, including the notes, is dependent on cash flow generated by our subsidiaries.

	Your right to receive payments on the notes is junior to our existing and future senior debt, and the guarantees of the notes are junior to all of the guarantors’ existing and future senior debt.

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	Your right to receive payments on the notes is effectively subordinated to the rights of existing and future creditors of our subsidiaries that are not guarantors on the notes.

	The terms of our credit agreement and the indenture governing the notes may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions.

	•	sell or transfer property or assets;
	•	pay dividends on or redeem or repurchase stock;
	•	merge into or consolidate with any third party;
	•	create, incur, assume or guarantee additional indebtedness;
	•	create certain liens;
	•	make investments;
	•	make certain restricted payments, including the payment of dividends;
	•	engage in transactions with affiliates;
	•	redeem or repurchase capital stock;
	•	issue or sell preferred stock of restricted subsidiaries; and
	•	enter into sale and leaseback transactions.

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	The notes and the guarantees are not secured by our assets nor those of the guarantors, and the lenders under our credit agreement are entitled to remedies available to a secured lender, which gives them priority over you to collect amounts due to them.

	•	we enter into bankruptcy, liquidation, reorganization, or other winding-up proceedings;
	•	there is a default in payment under our credit agreement; or
	•	there is an acceleration of any indebtedness under our credit agreement.

	We may not be able to repurchase the notes upon a change of control.

	The guarantees may not be enforceable because of fraudulent conveyance laws.

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	•	were insolvent or rendered insolvent by reason of such incurrence; or
	•	were engaged in a business or transaction for which one of our or such guarantor’s remaining assets constituted unreasonably small capital; or
	•	intended to incur, or believed that we or such guarantor would incur, debts beyond our or such guarantor’s ability to pay such debts as they mature.

	•	the sum of our or such guarantor’s debts, including contingent liabilities, was greater than the fair saleable value of our or such guarantor’s assets; or
	•	if the present fair saleable value of our or such guarantor’s assets were less than the amount than would be required to pay our or such guarantor’s probable liability on our or such guarantor’s existing debts, including contingent liabilities, as they become absolute and mature; or
	•	we or such guarantor could not pay our or such guarantor’s debts as they become due.

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	If you do not properly tender your outstanding notes, you will continue to hold unregistered outstanding notes and your ability to transfer outstanding notes will be adversely affected.

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	•	within 240 days after the original issuance of the outstanding notes on August 12, 2005, file a registration statement with the SEC with respect to a registered offer to exchange each outstanding note for a new note having terms substantially identical in all material respects to such note, except that the new note will not contain terms with respect to transfer restrictions;
	•	use our reasonable best efforts to cause the registration statement to be declared effective under the Securities Act within 300 days after the original issuance of the outstanding notes;
	•	promptly following the effectiveness of the registration statement, offer the new notes in exchange for surrender of the outstanding notes; and
	•	keep the exchange offer open for not less than 30 days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders of the outstanding notes.

	•	a change in law or in applicable interpretations thereof of the staff of the SEC does not permit us to effect the exchange offer; or
	•	for any other reason the exchange offer is not consummated within 330 days from August 12, 2005, the date of the original issuance of the outstanding notes; or
	•	any of the initial purchasers notify us following consummation of the exchange offer that outstanding notes held by it are not eligible to be exchanged for new notes in the exchange offer; or
	•	certain holders are not eligible to participate in the exchange offer, or such holders do not receive freely tradeable securities on the date of the exchange.

	•	if either this registration statement or, if we are obligated to file one, a shelf registration statement is not declared effective by the Commission by the date required,
	•	if we fail to consummate the exchange offer prior to the date that is 330 days after August 12, 2005, or
	•	after this registration statement or a shelf registration statement, as the case may be, is declared effective, such registration statement thereafter ceases to be effective or usable (subject to certain exceptions) (each such event referred to in the preceding clauses being a “registration default”);

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	•	any new notes will be acquired in the ordinary course of your business;
	•	you have no arrangement or understanding with any person or entity to participate in the distribution of the new notes;
	•	you are not engaged in and do not intend to engage in the distribution of the new notes;
	•	if you are a broker-dealer that will receive new notes for your own account in exchange for outstanding notes, you acquired those notes as a result of market-making activities or other trading activities and you will deliver a prospectus, as required by law, in connection with any resale of such new notes; and
	•	you are not our “affiliate,” as defined in Rule 405 of the Securities Act.

	•	you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;
	•	such new notes are acquired in the ordinary course of your business; and
	•	you do not intend to participate in a distribution of the new notes.

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	•	cannot rely on such interpretations by the SEC staff; and
	•	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

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	•	to extend the exchange offer and delay accepting for exchange any outstanding notes or
	•	to terminate the exchange offer,

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	Determinations Under the Exchange Offer

	When We Will Issue New Notes

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	•	a book-entry confirmation of such outstanding notes into the exchange agent’s account at DTC; and
	•	a properly transmitted agent’s message.

	Return of Outstanding Notes Not Accepted or Exchanged

	Your Representations to Us

	•	any new notes that you receive will be acquired in the ordinary course of your business;
	•	you have no arrangement or understanding with any person or entity to participate in the distribution of the new notes;
	•	you are not engaged in and do not intend to engage in the distribution of the new notes;
	•	if you are a broker-dealer that will receive new notes for your own account in exchange for outstanding notes, you acquired those notes as a result of market-making activities or other trading activities and you will deliver a prospectus, as required by law, in connection with any resale of such new notes; and
	•	you are not our “affiliate,” as defined in Rule 405 of the Securities Act.

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	•	SEC registration fees;
	•	fees and expenses of the exchange agent and trustee;
	•	accounting and legal fees and printing costs; and
	•	related fees and expenses.

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				Three Months
				Ended March 31,								Years Ended December 31,
				2006				2005				2005				2004				2003				2002				2001
				(in thousands)
Consolidated Statements of Operations:
Revenues:
	ATM operating revenues			$	66,331			$	56,072			$	258,992			$	182,711			$	101,950			$	59,183			$	33,868
	ATM product sales and other revenues(1)				2,811				2,192				9,973				10,204				8,493				9,603				11,220
		Total revenues			69,142				58,264				268,965				192,915				110,443				68,786				45,088
Cost of revenues:
	Cost of ATM operating revenues				50,500				44,447				199,763				143,504				80,286				49,134				29,121
	Cost of ATM product sales and other revenues(1)				2,599				1,960				9,685				8,703				7,903				8,984				12,089
		Total cost of revenues (exclusive of depreciation and amortization shown separately below)			53,099				46,407				209,448				152,207				88,189				58,118				41,210
		Gross profit			16,043				11,857				59,517				40,708				22,254				10,668				3,878
Operating expenses:
	Selling, general and administrative expenses:
		Stock-based compensation			122				1,810				2,201				956				1,585				—				2,221
		Other selling, general and administrative expenses(2)(3)			4,716				2,954				15,664				12,615				5,644				6,142				2,704
	Depreciation and accretion expense				4,217				2,244				12,951				6,785				3,632				1,650				957
	Amortization expense(4)				5,016				1,558				8,980				5,508				3,842				1,641				554
		Total operating expenses			14,071				8,566				39,796				25,864				14,703				9,433				6,436
Income (loss) from operations					1,972				3,291				19,721				14,844				7,551				1,235				(2,558	)
Other expenses:
	Interest expense				5,664				1,854				13,101				4,156				1,629				729				444
	Amortization and write-off of financing costs and bond discount(5)				878				333				9,325				1,079				528				310				34
	Minority interest in subsidiary				(8	)			11				15				19				—				—				—
	Other(6)				197				203				968				209				106				58				—
		Total other expenses			6,731				2,401				23,409				5,463				2,263				1,097				478
Income (loss) before income taxes					(4,759	)			890				(3,688	)			9,381				5,288				138				(3,036	)
Income tax provision (benefit)					(1,635	)			321				(1,270	)			3,576				1,955				111				(997	)
Income (loss) before cumulative effect of a change in accounting principle					(3,124	)			569				(2,418	)			5,805				3,333				27				(2,039	)
Cumulative effect of change in accounting principle for asset retirement obligations, net of related income tax benefit of $80(7)					—				—				—				—				134				—				—
Net income (loss)					(3,124	)			569				(2,418	)			5,805				3,199				27				(2,039	)
Preferred stock dividends and accretion expense(8)					66				1,196				1,395				2,312				2,089				1,880				741
Net income (loss) available to common stockholders				$	(3,190	)		$	(627	)		$	(3,813	)		$	3,493			$	1,110			$	(1,853	)		$	(2,780	)

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		Three Months Ended
		March 31,								Years Ended December 31,
		2006				2005				2005				2004				2003				2002				2001
		(unaudited)
		(in thousands, except ratios and numbers of ATMs)
Other Financial Data:
Ratio of earnings to fixed charges(9)			—				—				—				1.5	x			1.3	x			—				—
Cash flows from operating activities		$	(817	)		$	9,995			$	33,207			$	20,466			$	21,629			$	4,491			$	(1,929	)
Cash flows from investing activities			(4,118	)			(13,122	)			(139,960	)			(118,926	)			(29,663	)			(15,023	)			(7,496	)
Cash flows from financing activities			7,233				2,069				107,234				94,318				10,404				10,741				12,066
Operating Data:
Total number of ATMs (at period end)			26,207				24,661				26,208				24,581				12,021				8,298				6,707
Total transactions			40,827				33,415				156,851				111,577				64,605				36,212				19,865
Total surcharge transactions			26,174				24,293				106,613				82,087				48,778				28,978				16,027

						As of December 31,
		March 31,
		2006				2005				2004				2003				2002				2001
		(unaudited)
		(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents		$	3,971			$	1,699			$	1,412			$	5,554			$	3,184			$	2,975
Total assets			342,353				343,751				197,667				65,295				34,843				25,373
Total long-term debt, including current portion			251,887				247,582				128,541				31,371				18,475				8,620
Preferred stock(10)			76,395				76,329				23,634				21,322				19,233				15,453
Total stockholders’ equity (deficit)			(49,898	)			(49,084	)			(340	)			(6,329	)			(9,024	)			(7,065	)

(1)	ATM product sales and other revenues consist primarily of revenues from the sale of equipment to our merchant-owned customer base and our associate value added resellers as well as other miscellaneous non-transaction based revenues.
(2)	Reflects a one-time bonus of $1.8 million made to our chief executive officer in 2004 related to the tax liability associated with a related restricted stock grant. See note 5 to our consolidated financial statements.
(3)	Reflects the write-off in 2004 of approximately $1.8 million in costs associated with our terminated initial public offering and related costs.
(4)	Includes impairment charges of $2.8 million and $1.2 million for the three months ended March 31, 2006 and the year ended December 31, 2005, respectively.
(5)	Reflects the write-off of $4.9 million in financing costs in 2005 associated with the repayment of our term loans resulting from the issuance of our senior subordinated notes.
(6)	Other expenses primarily consists of losses on the sale or disposal of assets.
(7)	Reflects the effect of our adoption of SFAS No. 143. See note 1(n) to our consolidated financial statements.
(8)	Reflects non-cash dividends on our Series A Preferred Stock, which was redeemed in February 2005. Subsequent to the redemption of the Series A Preferred Stock, the amount reflects the accretion of the Series B Preferred Stock issuance costs.
(9)	For purposes of determining the ratio of earnings to fixed charges, earnings are defined as our income from operations before income taxes and fixed charges (excluding the effects of any preferred stock dividends and related accretion expense). Fixed charges consist of interest expense on all indebtedness, amortization of debt issuance costs, the interest portion of lease payments, and preferred stock dividends and accretion expense. Earnings were insufficient to cover fixed charges by approximately $4.8 million for the three months ended March 31, 2006, $0.9 million for the three months ended March 31, 2005, $5.7 million for the year ended December 31, 2005, $2.7 million for the year ended December 31, 2002, and $4.1 million for the year ended December 31, 2001. The pro forma effect of the refinancing of our existing term loans with the senior subordinated notes did not change our historical ratio of earnings to fixed charges for the year ended December 31, 2005 by more than 10 percent. Accordingly, no pro forma ratio has been presented herein.

The ratio of earnings to fixed charges calculations exclude costs incurred with respect to our vault cash rental obligations as such costs are not considered to be fixed charges for purposes of computing such ratios. Such costs totaled approximately $4.8 million and $2.8 million for the three months ended March 31, 2006 and 2005, respectively, and $15.7 million, $10.2 million, $5.5 million, $2.7 million and $1.2 million for the years ended December 31, 2005, 2004, 2003, 2002 and 2001, respectively.

(10)	The amount reflected on our balance sheet is shown net of issuance costs of $1.6 million and $1.7 million as of March 31, 2006 and December 31, 2005, respectively. The aggregate redemption price for the preferred stock was approximately $78.0 million as of March 31, 2006 and December 31, 2005.

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Year ended December 31, 2002			$	(157	)
Year ended December 31, 2003				1,189
Year ended December 31, 2004				1,815
Nine months ended September 30, 2005				(2,369	)
	Total		$	478

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	•	Company-owned. Under a company-owned arrangement, we own or lease the ATM and are responsible for controlling substantially all aspects of its operation. These responsibilities include what we refer to as first line maintenance, such as replacing paper, clearing paper or bill jams, resetting the ATM and any telecommunications and power issues or other maintenance activities that do not require a trained service technician. We are also responsible for what we refer to as second line maintenance, or more complex maintenance procedures that require trained service technicians and often involve replacing component parts. In addition to first and second line maintenance, we are responsible for arranging for cash, cash loading, supplies, telecommunications service and all other services required for the operation of the ATM, other than electricity. We typically pay a fee, either periodically, on a per-transaction basis or a combination of both, to the merchant on whose premises the ATM is physically located. We operate a limited number of our company-owned ATMs on a merchant-assisted basis. In these arrangements, we own or lease the ATM and provide all transaction processing services, but the merchant generally is responsible for providing and loading cash for the ATM and first line maintenance. Typically, we deploy ATMs under company-owned arrangements for our national and regional merchant customers, such as Amerada Hess, BP Amoco, Chevron, Costco, CVS Pharmacy, Duane Reade, ExxonMobil, Mills Malls, Sunoco, Target and Walgreens in the United States, and Alfred Jones, Co-Op, Mitchells & Butlers, the U.K. Post Office, Tates, Tesco and TM Retail in the United Kingdom. Because company-owned locations are controlled by us, are usually located in major national chains, and are thus more likely candidates for additional sources of revenue such as bank branding, company-owned locations generally offer higher transaction volumes and greater profitability, which we consider necessary to justify the upfront capital cost of installing such machines. As of March 31, 2006, we operated approximately 11,800 ATMs under company-owned arrangements.
	•	Merchant-owned. Under a merchant-owned arrangement, the merchant owns the ATM and is responsible for its maintenance and most of the operating costs. We typically provide all transaction processing services and, in some cases, retain responsibility for providing and loading cash. We typically operate ATMs with our independent merchant customers under merchant-owned arrangements. A merchant who purchases an ATM from us is typically responsible for providing cash for the ATM and all maintenance. The merchant is also responsible for cash loading, supplies, telecommunication and electrical services. Under these arrangements, we sometimes retain responsibility for second line maintenance for an additional fee, and we provide all transaction processing services. Because the merchant bears more of the costs associated with operating ATMs under this arrangement, the merchant typically receives a higher fee on a per-transaction basis than is the case under a company-owned arrangement. In a limited number of our merchant-owned arrangements, we have assumed responsibility for providing and loading cash. Accordingly, under these arrangements, the merchant receives a smaller fee on a per-transaction basis than in the typical merchant-owned arrangement. As of March 31, 2006, we operated approximately 14,100 ATMs under merchant-owned arrangements.

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			For the Three
			Months Ended								Years Ended
			March 31,								December 31,
			2006				2005				2005				2004				2003
			(unaudited)
Company-owned:
	Revenues			58%				48%				54%				55%				61%
	Gross profit			69%				60%				67%				68%				73%
Merchant-owned:
	Revenues			42%				52%				46%				45%				39%
	Gross profit			31%				40%				33%				32%				27%

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			Three Months																				Pro Forma
			Ended								Years Ended												Year Ended
			March 31,								December 31,												December 31,
			2006				2005				2005				2004				2003				2005
Per surcharge-bearing transaction:
	Surcharge revenue		$	1.74			$	1.59			$	1.70			$	1.53			$	1.43			$	1.72
	Interchange revenue			0.63				0.64				0.62				0.63				0.60				0.62
	Branding revenue			0.10				0.05				0.06				0.03				0.02				0.06
Per transaction:
	Interchange revenue		$	0.40			$	0.46			$	0.42			$	0.46			$	0.45			$	0.42

	•	Surcharge revenue. A surcharge fee represents a convenience fee paid by the cardholder for making a cash withdrawal from an ATM. Surcharge fees are most typically associated with cash withdrawal transactions and generally are not generated by balance inquiries, fund transfers and, in some cases, cash withdrawals from ATMs from which we earn branding revenues. Surcharge fees often vary by the type of arrangement under which we place our ATMs. Our transaction surcharges averaged approximately $1.74 per surcharge-bearing transaction for the three months ended March 31, 2006, $1.70 per surcharge-bearing transaction for the year ended December 31, 2005 ($1.72 on a pro forma basis for the Bank Machine acquisition), and approximately $1.53 per surcharge-bearing transaction for the year ended December 31, 2004. Surcharge fees can vary widely based on the location of the ATM and the nature of the contracts negotiated with our merchants. Furthermore, surcharge fees in the United Kingdom are typically higher than the surcharge fees received in the United States, thus explaining the increases reflected in the table above for 2006 and 2005. In the future, we expect that surcharge fees per surcharge-bearing transaction will vary depending upon negotiated surcharge fees at newly deployed ATMs and future negotiations with existing merchant partners, and our ongoing efforts to improve profitability through improved pricing. For those ATMs that we own or operate on surcharge-free networks, we generally receive interchange revenue as described in the following paragraph.

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	•	Interchange revenue. An interchange fee is a fee paid by the cardholder’s financial institution for the use of the applicable electronic funds transfer network that transmits data between the ATM and the cardholder’s financial institution in connection with any ATM transaction, including balance inquiries, transfers and surcharge-free transactions, including those under branding arrangements. We receive a portion of the interchange fee paid to the electronic funds transfer network. In the United States, interchange fees are earned not only on cash withdrawal transactions, but also on other ATM transactions such as balance inquiries and fund transfers. In the United Kingdom, interchange fees are earned on all ATM transactions other than surcharge-bearing cash withdrawals. Interchange fees are set by the electronic funds transfer networks and vary according to electronic funds transfer network arrangements with financial institutions, as well as the type of transaction. Interchange fees are typically lower for balance inquiries and fund transfers and higher for withdrawals. For the three months ended March 31, 2006, we received approximately $0.63 in interchange fees per surcharge-bearing transaction. For the year ended December 31, 2005, we received approximately $0.62 in interchange fees per surcharge-bearing transaction on both a historical and pro forma basis (for the Bank Machine acquisition). For the year ended December 31, 2004, we received $0.63 in interchange fees per surcharge-bearing transaction compared to $0.60 for the year ended December 31, 2003. Interchange fees per surcharge-bearing transaction increased in 2004 due to the increase in the number of transactions on ATMs included in surcharge-free networks and branded ATMs, which generate interchange fees, but do not generate surcharge fees and, as a result, are not included in the number of surcharge-bearing transactions. We believe that our future interchange fees per surcharge-bearing transaction will be consistent with the pro forma amount reflected above.
	•	Branding revenue. We generate branding revenue in a variety of ways. We allow financial institutions to place signage on, or brand, our ATMs. Under this arrangement, we allow the branding financial institution’s customers to use branded ATMs without paying a surcharge fee. In exchange, the branding financial institution pays us a fixed monthly fee per branded ATM. We believe that this type of branding arrangement will typically result in an increase in transaction levels at the branded ATMs as existing customers continue to use the ATMs and new customers of the branding financial institution are attracted by the surcharge-free service. We also believe that having a major bank brand on an ATM leads to increased surchargable transactions from customers other than those of the branding bank. Fees paid for branding an ATM vary widely within our industry, as well as within our own operations. We expect that this variance in branding fees will continue in the future. However, because our strategy is to set branding fees at levels sufficient to offset lost surcharge revenue, we do not expect any such variance to cause a decrease in our total revenues.

We also generate branding revenue from the ATMs we include in a nationwide surcharge-free ATM network of which we are the largest member and owner (effective December 21, 2005). Substantially all of our domestic ATMs participate in this network. Under this arrangement, cardholders of the institutions that participate in the network use our ATMs included in the network free of surcharge fees in exchange for a payment to us of a fixed monthly fee per cardholder, which is paid by such cardholder’s financial institution.

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		For the Three
		Months Ended
		March 31,								Years Ended December 31,
		2006				2005				2005				2004				2003
Surcharge revenues			68.6%				68.9%				69.9%				68.9%				68.6%
Interchange revenues			24.7%				27.7%				25.7%				28.3%				28.5%
Branding revenues			4.5%				2.0%				2.6%				1.3%				1.0%
Other revenues			2.2%				1.4%				1.8%				1.5%				1.9%
Total ATM operating revenues			100.0%				100.0%				100.0%				100.0%				100.0%

	•	Merchant fees. We pay our merchants a fee that depends on a variety of factors, including the type of arrangement under which the ATM is placed and the number of transactions at that ATM.
	•	Processing fees. We pay fees to third-party vendors for processing transactions originated at our ATMs. These vendors, which include Star Systems, Fiserv, Inc. and Genpass, communicate with the cardholder’s financial institution through electronic funds transfer networks to gain transaction authorization and to settle transactions.
	•	Cost of cash. Cost of cash includes all costs associated with the provision of cash by us for our ATMs, including fees for the use of cash, armored courier services, insurance, cash reconciliation and associated wire fees. Changes in interest rates could affect our cost of cash, although we have entered into a number of interest rate swap transactions to hedge our exposure through 2010 on varying amounts of our current and anticipated outstanding domestic ATM cash balances.
	•	Communications. Under our company-owned arrangements, we are responsible for expenses associated with providing telecommunications capabilities to the ATMs, allowing the ATMs to connect with the applicable electronic funds transfer network.
	•	Repairs and maintenance. Depending on the type of arrangement with the merchant, we may be responsible for first and/or second line maintenance for the ATM. We typically manage the provision of these services by third parties with national operations. Our primary maintenance vendors are Diebold, NCR and EFMARK.
	•	Direct operations. These expenses consist of costs associated with managing our ATM network, including expenses for monitoring the ATMs, program managers, technicians and customer service representatives.
	•	Cost of equipment revenue. In connection with the sale of equipment to merchants and value added resellers, we incur costs associated with purchasing equipment from manufacturers, as well as delivery and installation expenses.

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	•	The transfer of cash management and vault cash services for approximately 2,500 ATMs to our preferred cash management and vault cash providers;
	•	The transfer of maintenance services for approximately 10,000 E*TRADE Access ATMs from the existing provider to our preferred maintenance service provider;
	•	The transfer of processing services for approximately 1,600 ATMs to our preferred service provider; and
	•	The transfer of armored car service used in the transportation of cash for approximately 1,000 ATMs to our preferred service provider.

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			Number of ATMs
							As of
							March 31,				Net
			At Closing				2006				Increase
2001 Acquisitions				878				1,197				319
2002 Acquisitions				1,195				1,210				15
2003 Acquisitions				3,689				4,787				1,098
	Total			5,762				7,194				1,432

		Number of ATMs
						As of
						March 31,				Net
		At Closing				2006				Decrease
Total			13,155				11,298				(1,857	)

	Acquisition Valuation

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	Financing Transactions

	Winn-Dixie Bankruptcy

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	Customer Contract Cancellations

	Impact of Hurricanes

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	United Kingdom Transaction Declines

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				Three Months
				Ended								Years Ended
				March 31,								December 31,
				2006				2005				2005				2004				2003
Revenues:
ATM operating revenues					95.9	%			96.2	%			96.3	%			94.7	%			92.3	%
ATM product sales and other revenues					4.1				3.8				3.7				5.3				7.7
		Total revenues			100.0				100.0				100.0				100.0				100.0
Cost of revenues:
	Cost of ATM operating revenues				73.0				76.3				74.3				74.4				72.7
	Cost of ATM product sales and other revenues				3.8				3.3				3.6				4.5				7.2
		Total cost of revenues			76.8				79.6				77.9				78.9				79.9
		Gross profit (exclusive of depreciation shown separately below)			23.2				20.4				22.1				21.1				20.1
Operating expenses:
	Selling, general and administrative expenses				7.0				8.2				6.6				7.0				6.5
	Depreciation and accretion expense				6.1				3.9				4.8				3.5				3.3
	Amortization expense				7.2				2.7				3.3				2.9				3.5
		Total operating expenses			20.3				14.8				14.7				13.4				13.3
Income from operations					2.9				5.6				7.4				7.7				6.8
Other expenses:
	Interest expense, net				9.5				3.8				8.4				2.7				1.9
	Minority interest in subsidiary				0.0				0.0				0.0				0.0				0.0
	Other				0.3				0.3				0.4				0.1				0.1
		Total other expenses			9.8				4.1				8.8				2.8				2.0
Income (loss) before income taxes and cumulative effect of change in accounting principle					(6.9)				1.5				(1.4)				4.9				4.8
Income tax provision (benefit)					(2.4)				0.6				0.5				1.9				1.8
Income (loss) before cumulative effect of change in accounting principle					(4.5)				0.9				(0.9)				3.0				3.0
Cumulative effect of change in accounting principle for asset retirement obligations, net of related income tax benefit					—				—				—				—				0.1
Net income (loss) before preferred dividends and accretion expense					(4.5)	%			0.9	%			(0.9)	%			3.0	%			2.9	%

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	Key Operating Metrics

			Three Months
			Ended
			March 31,								Years Ended December 31,
			2006				2005				2005				2004				2003
Average number of ATMs				26,207				24,661				26,175				17,936				10,480
Total transactions (in thousands)				40,827				33,415				156,851				111,577				64,605
Monthly total transactions per ATM				519				452				499				518				514
Total surcharge-bearing transactions (in thousands)				26,174				24,293				106,613				82,087				48,778
Monthly surcharge-bearing transactions per ATM(1)				333				328				339				381				388
Per surcharge-bearing transaction:
	Surcharge revenues		$	1.74			$	1.59			$	1.70			$	1.53			$	1.43
	Interchange revenues			0.63				0.64				0.62				0.63				0.60
	Other transaction revenues(2)			0.16				0.08				0.11				0.07				0.06
	Total transaction revenues		$	2.53			$	2.31			$	2.43			$	2.23			$	2.09
	Cost of transaction revenues			1.93				1.83				1.87				1.75				1.65
	Transaction gross profit(3)		$	0.60			$	0.48			$	0.56			$	0.48			$	0.44
	Transaction gross profit margin(4)			23.7	%			20.8	%			22.9	%			21.5	%			21.2	%

(1)	Monthly surcharge-bearing transactions per ATM for the year ended December 31, 2005 were lower than in the year ended December 31, 2004 largely because the ATMs acquired from E*TRADE Access, Inc. on June 30, 2004 were primarily merchant-owned machines with lower average transactions per ATM.
(2)	Other transaction revenues consist primarily of bank and network branding fees and other ATM operating fees.
(3)	Transaction gross profit is a measure of profitability that uses revenue and expenses that are transaction based. The revenue and expenses from ATM equipment sales and other ATM-related services are not included.
(4)	The increase in transaction gross profit margins in 2006 when compared to 2005 is due to the increases in revenues associated with the Company’s bank and network branding initiatives, increased surcharge rates in selected merchant retail locations, and higher gross profit margins associated with our U.K. portfolio of ATMs (which was acquired in May 2005).

	Revenues

			Three Months Ended March 31,
			2006				2005				% Change
			(in thousands)
ATM operating revenues			$	66,331			$	56,072				18.3	%
ATM product sales and other revenues				2,811				2,192				28.2	%
	Total revenues		$	69,142			$	58,264				18.7	%

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	Cost of Revenues and Gross Margins

			Three Months Ended March 31,
			2006				2005				% Change
			(in thousands)
Cost of ATM operating revenues			$	50,500			$	44,447				13.6	%
Cost of ATM product sales and other revenues				2,599				1,960				32.6	%
	Total cost of revenues		$	53,099			$	46,407				14.4	%
ATM operating revenues gross margin				23.9%				20.7%
ATM product sales and other revenues gross margin				7.5%				10.6%
Total gross margin				23.2%				20.4%

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	Selling, General and Administrative Expense

		Three Months Ended March 31,
		2006				2005				% Change
		(in thousands)
Stock-based compensation		$	122			$	1,810				(93.3	)%
Other selling, general and administrative expenses			4,716				2,954				59.6	%
Total selling, general and administrative expense		$	4,838			$	4,764				1.6	%
Percentage of revenues:
Stock-based compensation			0.2	%			3.1	%
Other selling, general and administrative expenses			6.8	%			5.1	%
Total selling, general and administrative expense			7.0	%			8.2	%

	Depreciation and Accretion Expense

		Three Months Ended March 31,
		2006				2005				% Change
		(in thousands)
Depreciation and accretion expense		$	4,217			$	2,244				87.9	%
Percentage of revenues			6.1	%			3.9	%

	Amortization Expense

		Three Months Ended March 31,
		2006				2005				% Change
		(in thousands)
Amortization expense		$	5,016			$	1,558				221.9	%
Percentage of revenues			7.2	%			2.7	%

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	Interest Expense

		Three Months Ended March 31,
		2006				2005				% Change
		(in thousands)
Interest expense, net		$	5,665			$	1,854				205.6	%
Amortization and write-off of financing costs and bond discount			877				333				163.4	%
Total interest expense, net		$	6,542			$	2,187				199.1	%
Percentage of revenues			9.5	%			3.8	%

	Income Tax Provision (Benefit)

		Three Months Ended March 31,
		2006				2005				% Change
		(in thousands)
Income tax provision (benefit)		$	(1,635	)		$	321				609.3	%
Effective tax rate			34.4	%			36.1	%

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	Years Ended December 31, 2005 (2005) and December 31, 2004 (2004)

		Years Ended
		December 31,
		2005				2004				% Change
		(in thousands)
ATM operating revenues		$	258,992			$	182,711				41.7	%
ATM product sales and other revenues			9,973				10,204				(2.3	)%
Total revenues		$	268,965			$	192,915				39.4	%

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	Cost of Revenues and Gross Margins

			Years Ended
			December 31,
			2005				2004				% Change
			(in thousands)
Cost of ATM operating revenues			$	199,763			$	143,504				39.2	%
Cost of ATM product sales and other revenues				9,685				8,703				11.3	%
	Total cost of revenues		$	209,448			$	152,207				37.6	%
ATM operating revenues gross margin				22.9	%			21.5	%
ATM product sales and other revenues gross margin				2.9	%			14.7	%
Total gross margin				22.1	%			21.1	%

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	Selling, General and Administrative Expense

		Years Ended
		December 31,
		2005				2004				% Change
		(in thousands)
Selling, general and administrative expense		$	17,865			$	13,571				31.6	%
Percentage of revenues			6.6	%			7.0	%

	Depreciation and Accretion Expense

		Years Ended
		December 31,
		2005				2004				% Change
		(in thousands)
Depreciation and accretion expense		$	12,951			$	6,785				90.9	%
Percentage of revenues			4.8	%			3.5	%

	Amortization Expense

		Years Ended
		December 31,
		2005				2004				% Change
		(in thousands)
Amortization expense		$	8,980			$	5,508				63.0	%
Percentage of revenues			3.3	%			2.9	%

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	Interest Expense, net

		Years Ended
		December 31,
		2005				2004				% Change
		(in thousands)
Interest expense, net		$	22,426			$	5,235				328.4	%
Percentage of revenues			8.4	%			2.7	%

	Income Tax Provision

		Years Ended
		December 31,
		2005				2004				% Change
		(in thousands)
Income tax provision (benefit)		$	(1,270	)		$	3,576				(135.5	)%
Effective tax rate			34.4	%			38.1	%

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			Years Ended
			December 31,
			2004				2003				% Change
			(in thousands)
ATM operating revenues			$	182,711			$	101,950				79.2	%
ATM product sales and other revenues				10,204				8,493				20.1	%
	Total revenues		$	192,915			$	110,443				74.7	%

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	Cost of Revenues and Gross Margins

			Year Ended
			December 31,
			2004				2003				% Change
			(in thousands)
Cost of ATM operating revenues			$	143,504			$	80,286				78.7	%
Cost of ATM product sales and other revenues				8,703				7,903				10.1	%
	Total cost of revenues		$	152,207			$	88,189				72.6	%
ATM operating revenues gross margin				21.5	%			21.2	%
ATM product sales and other revenues gross margin				14.7	%			6.9	%
Total gross margin				21.1	%			20.1	%

	Selling, General and Administrative Expense

		Years Ended
		December 31,
		2004				2003				% Change
		(in thousands)
Selling, general and administrative expense		$	13,571			$	7,229				87.7	%
Percentage of revenues			7.0	%			6.5	%

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	Depreciation and Accretion Expense

		Years Ended
		December 31,
		2004				2003				% Change
		(in thousands)
Depreciation and accretion expense		$	6,785			$	3,632				86.8	%
Percentage of revenues			3.5	%			3.3	%

	Amortization Expense

		Years Ended
		December 31,
		2004				2003				% Change
		(in thousands)
Amortization expense		$	5,508			$	3,842				43.4	%
Percentage of revenues			2.9	%			3.5	%

	Interest Expense, net

		Years Ended
		December 31,
		2004				2003				% Change
		(in thousands)
Interest expense, net		$	5,235			$	2,157				142.7	%
Percentage of revenues			2.7	%			1.9	%

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	Income Tax Provision

		Years Ended
		December 31,
		2004				2003				% Change
		(in thousands)
Income tax provision		$	3,576			$	1,955				82.9	%
Effective tax rate			38.1	%			37.0	%

	Cumulative Effect of Change in Accounting Principle (Net)

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	Our Bank Credit Facilities and Senior Subordinated Notes

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						Nine Months
						Ending
						December 31,				For the Year Ending December 31,
Contractual Obligations		Total				2006				2007				2008				2009				2010				2011				Thereafter
		(in thousands)
Long-term debt(a)(b)		$	409,184			$	12,428			$	22,658			$	22,658			$	22,658			$	73,282				18,500			$	237,000
Notes payable(c)			132				132				—				—				—				—				—				—
Capital lease obligations			24				24				—				—				—				—				—				—
Operating lease obligations			5,196				2,108				1,151				631				557				306				177				266
Merchant space lease obligations			15,017				3,686				4,522				4,471				2,040				147				76				75
Total contractual obligations		$	429,553			$	18,378			$	28,331			$	27,760			$	25,255			$	73,735				18,753			$	237,341

(a)	Includes the face value of our senior subordinated notes of $200.0 million, which have been reflected net of unamortized discount of approximately $1.3 million in our consolidated financial statements, and the $45.8 million outstanding under our revolving credit facility.
(b)	Amount includes the estimated interest payments associated with such borrowings.
(c)	Amount represents fully-funded notes issued in connection with the Bank Machine acquisition.

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		Weighted Average Fixed
Notional Amount		Rate				Period
$300,000			3.65	%			April 1, 2006 — December 31, 2006
$300,000			3.86	%			January 1, 2007 — December 31, 2007
$300,000			4.35	%			January 1, 2008 — December 31, 2008
$200,000			4.36	%			January 1, 2009 — December 31, 2009
$100,000			4.34	%			January 1, 2010 — December 31, 2010

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	•	Bank branding is a scenario in which ATMs owned and operated by us are branded, signed, and operated as if they were owned by the branding bank, and customers of the branding bank can use those machines without paying a surcharge. The bank pays us a monthly per-machine fee for such branding. Although we forego the surcharge fee on ATM transactions by the branding banks’ customers, we continue to earn interchange fees on those transactions and the monthly branding fee, and typically enjoy an increase in surchargable transactions from users who are not customers of the branding bank. We believe that a branding arrangement can substantially increase the profitability of an ATM versus operating the same machine in an unbranded mode.
	•	Network branding is an arrangement where a bank’s customers are allowed to use our nationwide ATM network on a surcharge-free basis. Each bank pays us a fixed fee per cardholder to participate in the network. Although we forego surcharge revenue on those transactions, we do earn interchange revenues in addition to network branding revenues, and believe that many of these transactions are incremental. Consequently, we believe that branding arrangements can enable us to profitably operate in the significant portion of the ATM transaction market that does not involve a surcharge.

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Rank				U.S. ATM Network		ATMs				% of Total
	1			Cardtronics			25,116				6.3%
	2			Bank of America			16,714				4.2%
	3			TRM			16,329				4.1%
	4			NetBank			9,649				2.4%
	5			JPMorgan Chase			6,900				1.7%
	6			Wells Fargo			6,363				1.6%
	7			International Merchant Services			5,900				1.5%
	8			7-Eleven Stores			5,341				1.3%
	9			Wachovia			5,119				1.3%
	10			U.S. Bancorp			5,003				1.3%
				(Top 10)			102,434				25.9%
				U.S. Market			396,000				100.0%

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		Company-Owned				Merchant-Owned
		ATMs				ATMs				Total
Number of ATMs			11,800				14,100				25,900
Percent of total ATMs			46	%			54	%			100	%
Average monthly surcharge transactions per ATM			420				261				333

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	•	an initial term of five to seven years;
	•	ATM exclusivity at locations where we install an ATM;
	•	protection for us against underperforming locations by permitting us to increase the surcharge fee or remove ATMs;
	•	in the United States, provisions permitting us to terminate or remove ATMs or renegotiate the fees paid to the merchant if surcharge fees are generally reduced or eliminated by law; and
	•	provisions making the merchant’s fee dependent on the number of ATM transactions.

	•	in the United States, provisions prohibiting in-store check cashing by the merchant and, in the United States and United Kingdom, the operation of any other cash-back devices;
	•	provisions imposing an obligation on the merchant to operate the ATM at any time his or her store is open to the public; and
	•	provisions, when possible, that require a merchant to have a purchaser of the merchant’s store assume our contract.

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Name		Age				Position
Jack Antonini			53			Chief Executive Officer, President and Director
J. Chris Brewster			57			Chief Financial Officer
Michael H. Clinard			39			Chief Operating Officer
Thomas E. Upton			49			Chief Administrative Officer
Drew Soinski			47			Chief Marketing Officer
Fred R. Lummis			53			Director and Chairman of the Board of Directors
Robert P. Barone			68			Director
Frederick W. Brazelton			35			Director
Ralph H. Clinard			72			Director
Ron Coben			48			Director
Jorge M. Diaz			41			Director
Roger B. Kafker			44			Director
Michael A. R. Wilson			38			Director
Ronald Delnevo			51			Director and Chief Executive of Bank Machine Limited

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			Annual Compensation
Name and Principal Position			Salary				Bonus
Jack Antonini			$	330,750			$	125,000	(1)
	Chief Executive Officer, President and Director
J. Chris Brewster				236,250				100,000	(1)
	Chief Financial Officer
Michael H. Clinard				220,500				100,000	(1)
	Chief Operating Officer
Thomas E. Upton				210,000				50,000	(1)
	Chief Administrative Officer
Drew Soinski(2)				128,869				158,675	(1)(3)
	Chief Marketing Officer

(1)	Reflects bonuses earned for the year ended December 31, 2005 and paid in 2006.
(2)	Mr. Soinski joined us in August 2005.
(3)	Includes a relocation bonus of $33,675.

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Number of

% of Total

Securities

Options

Underlying

Granted to

Exercise or

Grant Date

Options

Employees in

Base Price

Expiration

Present

Granted(1)

Fiscal Year

($/Share)

Date

Value $(2)

Drew Soinski

50,000

23.8%

$

83.84

8/1/2015

$

422,783

(1)	The ten-year options granted in 2005 vest ratably over four years beginning one year following the date of grant.
(2)	The Black-Scholes option pricing model was utilized to determine the grant date present value of the stock options granted in 2005. Under the Black-Scholes option pricing model, the grant date present value of the stock options referred to in the table above was calculated to be $8.46 per share. The following facts and assumptions were utilized in making such calculation: (a) an unadjusted exercise price $83.84 per share; (b) a fair market value of $83.84 per share on the date of grant; (c) no dividend yield; (d) a term of five years; (e) no volatility; and (f) an assumed risk-free interest rate of 4.16%, which approximated the yield on the five year treasury note on the date of grant. No other discounts or restrictions related to the vesting or the likelihood of vesting of the stock options were applied. The resulting grant date present value per share amount was multiplied by the total number of stock options granted to determine the total grant date present value figure above.

										Number of Shares								Value of Unexercised
										Underlying Unexercised								In-the-Money
		Shares								Options at Year-End								Options at Year-End(1)
		Acquired				Value
		on Exercise				Realized				Exercisable				Unexercisable				Exercisable				Unexercisable
Jack Antonini(2)			—				—				—				—			$	—			$	—
J. Chris Brewster			—				—				15,000				30,000			$	477,591			$	955,182
Michael H. Clinard			—				—				18,683				—			$	1,419,859			$	—
Thomas E. Upton			—				—				22,354				1,250			$	1,728,278			$	90,137
Drew Soinski			—				—				—				50,000			$	—			$	—

(1)	There was no public market for our common stock on December 31, 2005. Accordingly, we calculated these values based on an estimated price per share of $83.84, as determined by management, less the applicable exercise prices.
(2)	Mr. Antonini only owns restricted shares in the Company and has not been granted any options to purchase the Company’s common stock.

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	•	Each employment agreement requires the employee to protect the confidentiality of our proprietary and confidential information.
	•	Each employment agreement requires that the employee not compete with us or solicit our employees or customers for a period of 24 months following the term of his employment.
	•	Each employment agreement provides that the employee may be paid an annual bonus based on certain factors and objectives set by our compensation committee, with the ultimate amount of any bonus paid determined at the direction of our compensation committee.

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	•	each person known to us to beneficially own more than 5% of the outstanding shares of our common stock;
	•	each of the executive officers identified in the summary compensation table;
	•	each of our directors; and
	•	all directors and named executive officers as a group.

		Number of Shares				Percent of
		of Common Stock				Common Stock
Name of Beneficial Owner(1)		Beneficially Owned				Beneficially Owned
5% Stockholders:
CapStreet II, L.P.			1,017,958				34.5	%
CapStreet Parallel II, L.P.			119,501				4.0	%
TA Associates, Inc.(2)			894,568				30.3	%
Ralph H. Clinard(3)			420,225				14.2	%
Directors and Executive Officers:
Fred R. Lummis(4)			1,137,459				38.5	%
Michael Wilson(5)			894,568				30.3	%
Roger Kafker(6)			894,568				30.3	%
Jack Antonini			70,508				2.4	%
Michael H. Clinard(7)			75,382				2.6	%
Thomas E. Upton(8)			36,752				1.2	%
J. Chris Brewster(9)			30,000				1.0	%
Ronald Delnevo(10)			23,209				*
Robert P. Barone(11)			4,316				*
Frederick W. Brazelton			—				—
Ron Coben(12)			4,316				*
Jorge M. Diaz(13)			1,250				*
All executive officers and directors as a group (13 persons)			2,697,985				91.3	%

*		Less than 1% of the outstanding common stock.

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(1)		“Beneficial ownership” is a term broadly defined by the SEC in Rule 13d-3 under the Exchange Act, and includes more than the typical forms of stock ownership, that is, stock held in the person’s name. The term also includes what is referred to as “indirect ownership,” meaning ownership of shares as to which a person has or shares investment or voting power. For the purpose of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares as of February 28, 2006 that such person or group has the right to acquire within 60 days after such date.
(2)		The shares owned by TA Associates, Inc. through certain of its affiliated funds, including TA IX L.P., TA/ Atlantic and Pacific IV L.P., TA/ Atlantic and Pacific V L.P., TA Strategic Partners Fund A L.P., TA Strategic Partners Fund B L.P., TA Investors II, L.P., which we collectively refer to as the TA Funds, are Series B Preferred shares which are convertible into our common stock on a share for share basis.
(3)		Mr. Clinard is a member of our board of directors.
(4)		The shares indicated as being beneficially owned by Mr. Lummis are owned directly by CapStreet II, L.P. and CapStreet Parallel II, L.P. Mr. Lummis serves as a Managing Director of The CapStreet Group, the ultimate general partner of both CapStreet II, L.P. and CapStreet Parallel II, L.P. As such, Mr. Lummis may be deemed to have a beneficial ownership of the shares owned by CapStreet II, L.P. and CapStreet Parallel II, L.P. Mr. Lummis disclaims beneficial ownership of such shares.
(5)		Mr. Wilson serves as a Managing Director of TA Associates, Inc., the ultimate general partner of the TA Funds. As such, Mr. Wilson may be deemed to have a beneficial ownership of the shares owned by the TA Funds. Mr. Wilson disclaims beneficial ownership of such shares.
(6)		Mr. Kafker serves as a Managing Director of TA Associates, Inc., the ultimate general partner of the TA Funds. As such, Mr. Kafker may be deemed to have a beneficial ownership of the shares owned by the TA Funds. Mr. Kafker disclaims beneficial ownership of such shares.
(7)		Includes options to purchase 18,683 shares of common stock exercisable by Michael H. Clinard.
(8)		Includes options to purchase 23,604 shares of common stock exercisable by Thomas E. Upton.
(9)		Represents options to purchase 30,000 shares of common stock exercisable by J. Chris Brewster.
(10)		Represents 13,209 shares of our Series B Preferred stock which are convertible into our common stock on a share for share basis and options to purchase 10,000 shares of common stock exercisable by Ronald Delnevo.
(11)		Represents options to purchase 4,316 shares of common stock exercisable by Robert P. Barone.
(12)		Represents options to purchase 3,937 shares of common stock exercisable by Ron Coben.
(13)		Represents options to purchase 1,250 shares of common stock exercisable by Jorge Diaz.

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	•	are general unsecured obligations of the Company;
	•	are subordinated in right of payment to all existing and future Senior Debt of the Company, including the Indebtedness of the Company under the Credit Agreement;
	•	are pari passu in right of payment with all existing and any future senior subordinated Indebtedness of the Company;
	•	are senior in right of payment to all existing and any future subordinated Indebtedness of the Company;
	•	are guaranteed by the Guarantors as described under “— Note Guarantees”; and
	•	are effectively subordinated to all existing and any future Indebtedness and other liabilities of the Company’s Subsidiaries that are not Guarantors.

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	•	is a general unsecured obligation of that Guarantor;
	•	is subordinated in right of payment to all existing and future Senior Debt of that Guarantor, including the Guarantee by that Guarantor of Indebtedness under the Credit Agreement;
	•	is pari passu in right of payment with all existing and any future senior subordinated Indebtedness of that Guarantor; and
	•	is senior in right of payment to all existing and any future subordinated Indebtedness of that Guarantor.

	(1) any liquidation or dissolution of the Company;
	(2) any bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property;
	(3) any assignment for the benefit of creditors; or
	(4) any marshaling of the Company’s assets and liabilities.

	(1) a default (a “payment default”) in the payment of principal, premium or interest on Designated Senior Debt of the Company occurs and is continuing; or
	(2) any other default (a “nonpayment default”) occurs and is continuing on any series of Designated Senior Debt of the Company that permits holders of that series of Designated Senior Debt of

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	the Company to accelerate its maturity, and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from a representative of the holders of such Designated Senior Debt.

	(1) in the case of a payment default on Designated Senior Debt of the Company, upon the date on which such default is cured or waived; and
	(2) in case of a nonpayment default on Designated Senior Debt of the Company, the earlier of (x) the date on which such default is cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received and (z) the date the Trustee receives notice from the representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless, in each case, the maturity of such Designated Senior Debt of the Company has been accelerated.

	(1) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and
	(2) all scheduled payments of principal, interest and premium and Additional Interest, if any, on the Notes that have come due have been paid in full in cash or Cash Equivalents.

	(1) the payment is prohibited by these subordination provisions; and
	(2) the Trustee or the Holder has actual knowledge that the payment is prohibited (provided that such actual knowledge will not be required in the case of any payment default on Designated Senior Debt),

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	(1) any Indebtedness outstanding under the Credit Agreement; and
	(2) to the extent permitted under the Credit Agreement, any other Senior Debt permitted under the Indenture the amount of which is $25.0 million or more and that has been designated by the Company as “Designated Senior Debt.”

	(1) Equity Interests in the Company or any Guarantor or any other business entity provided for by a plan or reorganization; and
	(2) debt securities of the Company or any Guarantor or any other business entity provided for by a plan of reorganization that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to the same extent as, or to a greater extent than, the Notes and the Note Guarantees are subordinated to Senior Debt under the Indenture.

	(1) all Indebtedness of such Person outstanding under the Credit Agreement and all Hedging Obligations with respect thereto, whether outstanding on the Issue Date or Incurred thereafter;
	(2) any other Indebtedness of such Person permitted to be Incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is Incurred expressly provides that it is on a parity with or is subordinated in right of payment to the Notes or any Note Guarantee; and
	(3) all Obligations with respect to the items listed in the preceding clauses (1) and (2) (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law).

	(1) any liability for federal, state, local or other taxes owed or owing by the Company or any Guarantor;
	(2) any Indebtedness of the Company or any Guarantor to any of their Subsidiaries or other Affiliates;
	(3) any trade payables;
	(4) the portion of any Indebtedness that is Incurred in violation of the Indenture, provided that a good faith determination by the Board of Directors of the Company evidenced by a Board Resolution, or a good faith determination by the Chief Financial Officer of the Company evidenced by an officer’s certificate, that any Indebtedness being incurred under the Credit Agreement is permitted by the Indenture will be conclusive;
	(5) any Indebtedness of the Company or any Guarantor that, when Incurred, was without recourse to the Company or such Guarantor;
	(6) any repurchase, redemption or other obligation in respect of Disqualified Stock or Preferred Stock; or
	(7) any Indebtedness owed to any employee of the Company or any of its Subsidiaries.

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	(1) at least 65% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or its Affiliates); and
	(2) the redemption must occur within 45 days of the date of the closing of such Equity Offering.

Year		Percentage
2009			104.625	%
2010			102.313	%
2011 and thereafter			100.000	%

	(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of such principal national securities exchange; or
	(2) if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee will deem fair and appropriate.

	Change of Control

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	(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
	(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
	(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

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	Asset Sales

	(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and
	(2) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets or a combination of both. For purposes of this provision, each of the following will be deemed to be cash:

	(a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its terms subordinated to the Notes or any Note Guarantee and liabilities to the extent owed to the Company or any Affiliate of the Company) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written novation agreement that releases the Company or such Restricted Subsidiary from further liability therefor;
	(b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion); and
	(c) any Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregated Fair Market Value, taken together with all other Designated Non-Cash consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) 5.0% of the Company’s Consolidated Net Assets as of the date or receipt of such Designated Non-Cash Consideration and (y) $15.0 million (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

	(1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or
	(2) to purchase Replacement Assets (or enter into a binding agreement to purchase such Replacement Assets; provided that (x) such purchase is consummated within 90 days after the date of such binding agreement and (y) if such purchase is not consummated, within the period set forth in subclause (x), the Net Proceeds not so applied will be deemed to be Excess Proceeds (as defined below)).

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	Restricted Payments

	(1) declare or pay (without duplication) any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of

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	its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends, payments or distributions (x) payable in Equity Interests (other than Disqualified Stock) of the Company or (y) to the Company or a Restricted Subsidiary of the Company);
	(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) any Equity Interests of the Company, or any Restricted Subsidiary thereof held by Persons other than the Company or any of its Restricted Subsidiaries;
	(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or any Note Guarantees, except (a) a payment of interest or principal at the Stated Maturity thereof or (b) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or
	(4) make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

	(1) no Default or Event of Default will have occurred and be continuing or would occur as a consequence thereof; and
	(2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness”; and
	(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (3), (4), (5), (6) and (10) of the next succeeding paragraph (B)), is less than the sum, without duplication, of:

	(a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus
	(b) 100% of the aggregate net cash proceeds and the Fair Market Value of assets other than cash received by the Company since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock) of the Company or from the Incurrence of Indebtedness of the Company that has been converted into or exchanged for such Equity Interests (other than Equity Interests sold to, or Indebtedness held by, a Subsidiary of the Company), plus
	(c) with respect to Restricted Investments made by the Company and its Restricted Subsidiaries after the Issue Date, an amount equal to the net reduction in such Restricted Investments in any Person resulting from repayments of loans or advances, or other transfers of assets, in each case to the Company or any Restricted Subsidiary or from the net cash proceeds from the sale of any such Restricted Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income), from the release of any Guarantee (except to the extent any amounts are paid under such Guarantee) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, not to exceed, in each case, the amount of Restricted

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	Investments previously made by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary after the Issue Date; plus
	(d) the amount by which Indebtedness of the Company is reduced on the Company’s most recent quarterly balance sheet upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of the Company convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash or the Fair Market Value of any other property distributed by the Company upon such conversion or exchange) plus the amount of any cash received by the Company upon such conversion or exchange; provided, however, that such amount may not exceed the net proceeds received by the Company or any of its Restricted Subsidiaries from the conversion or exchange of such Indebtedness (excluding net proceeds from conversion or exchange by a Subsidiary of the Company or by an employee ownership plan or by a trust established by the Company or any of its Subsidiaries for the benefit of their employees).

	(1) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the Indenture;
	(2) the payment of any dividend by a Restricted Subsidiary of the Company to the holders of its Common Stock on a pro rata basis;
	(3) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness or Disqualified Stock of the Company or any Guarantor or of any Equity Interests of the Company or any Restricted Subsidiary in exchange for, or out of the net cash proceeds of a contribution to the Equity Interests (other than Disqualified Stock) of the Company or a substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests (other than Disqualified Stock) of the Company; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (3) (b) of the preceding paragraph (A);
	(4) the defeasance, redemption, repurchase or other acquisition of Indebtedness subordinated to the Notes or the Note Guarantees with the net cash proceeds from an Incurrence of Permitted Refinancing Indebtedness;
	(5) Investments acquired as a capital contribution to, or in exchange for, or out of the net cash proceeds of a substantially concurrent offering of, Equity Interests (other than Disqualified Stock) of the Company; provided that the amount of any such net cash proceeds that are utilized for any such acquisition or exchange will be excluded from clause (3) (b) of the preceding paragraph (A);
	(6) the repurchase of Capital Stock deemed to occur upon the exercise of options or warrants to the extent that such Capital Stock represents all or a portion of the exercise price thereof;
	(7) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company held by any current or former employee or director of the Company (or any of its Restricted Subsidiaries) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement entered into in the ordinary course of business; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in a calendar year does not exceed $2.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years (without giving effect to the following proviso)) and does not exceed $6.0 million in aggregate; provided further that such amount in any calendar year may be increased by an amount not to exceed (A) the net cash proceeds received by the Company from the sale of Equity Interests (other than Disqualified Stock) of the Company to members of management or directors of the Company and its Restricted Subsidiaries that occurs after the Issue Date (to the extent such cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments) plus (B) the net cash proceeds of key man life insurance policies received by the

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	Company and its Restricted Subsidiaries after the Issue Date, less (C) the amount of any Restricted Payments made pursuant to clauses (A) and (B) of this clause (7);
	(8) payments in respect of management fees to any of the Principals pursuant to agreements in effect on the Issue Date as described in this prospectus in an amount not to exceed an aggregate amount of $500,000 in any calendar year;
	(9) payments of dividends on Disqualified Stock otherwise permitted under Indenture;
	(10) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company;
	(11) payments of dividends on the Company’s common stock following the first bona fide underwritten public offering of common stock of the Company after the Closing Date, of up to 6% per annum of the net cash proceeds received by the Company from such public offering; provided however, that (A) at the time of payment of any such dividend, no Default will have occurred and be continuing (or result therefrom), and (B) the aggregate amount of all dividends paid under this clause (11) will not exceed the aggregate amount of net proceeds received by the Company from such public offering; and
	(12) other Restricted Payments in an aggregate amount not to exceed $10.0 million.

	Incurrence of Indebtedness

	(1) the Incurrence by the Company or any Guarantor of Indebtedness under Credit Facilities (including, without limitation, the Incurrence by the Company and the Guarantors of Guarantees thereof) in an aggregate amount at any one time outstanding pursuant to this clause (1) not to exceed $200.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary thereof to permanently repay any such Indebtedness pursuant to the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales”; provided that a Restricted Subsidiary that is not a Domestic Subsidiary or a Guarantor of Indebtedness under the Credit Facilities may incur Indebtedness pursuant to this clause (1), together with Indebtedness Incurred pursuant to clause (9) of this “Incurrence of Indebtedness” covenant, in an aggregate amount, after giving effect to such Incurrence, at any time outstanding not to exceed the greater of (a) $25.0 million or (b) 40% of the aggregate Consolidated Net Assets of such Restricted Subsidiaries;
	(2) the Incurrence of Existing Indebtedness;
	(3) the Incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the Issue Date;

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	(4) the Incurrence by the Company or any Guarantor of Indebtedness represented by Capital Lease Obligations, mortgage financings, construction loans or purchase money obligations for property acquired in the ordinary course of business, in each case Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used by the Company or any such Guarantor, in an aggregate amount, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (4), not to exceed 7.5% of the Company’s Consolidated Net Assets at any time outstanding;
	(5) the Incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be Incurred under the first paragraph of this covenant or clause (2), (3), (4), (5), or (10) of this paragraph;
	(6) the Incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries; provided, however, that:

	(a) if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor;
	(b) Indebtedness owed to the Company or any Guarantor must be evidenced by an unsubordinated promissory note, unless the obligor under such Indebtedness is the Company or a Guarantor; and
	(c) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, will be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

	(7) the Guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be Incurred by another provision of this covenant; or
	(8) the Incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;
	(9) the Incurrence by any Restricted Subsidiary other than a Domestic Subsidiary of Indebtedness in an aggregate amount at any time outstanding, after giving effect to such Incurrence and together with any Indebtedness Incurred under the proviso in clause (1) of this “Incurrence of Indebtedness” covenant, not to exceed the greater of (a) $25 million or (b) 40% of the Consolidated Net Assets of any such Restricted Subsidiaries; or
	(10) the Incurrence by the Company or any Guarantor of additional Indebtedness in an aggregate amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (10), not to exceed the greater of (a) $15.0 million or (b) 5% of the Consolidated Net Assets of the Company.

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	Limitation on Senior Subordinated Debt

	Liens

	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

	(1) pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Company or any of its Restricted Subsidiaries or pay any liabilities owed to the Company or any of its Restricted Subsidiaries;
	(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
	(3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

(1) existing under, by reason of or with respect to the Credit Agreement, Existing Indebtedness or any other agreements in effect on the Issue Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those contained in the Credit Agreement, Existing Indebtedness or such other agreements, as the case may be, as in effect on the Issue Date;

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	(2) set forth in the Indenture, the Notes and the Note Guarantees;
	(3) existing under, by reason of or with respect to applicable law;
	(4) with respect to any Person or the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition;
	(5) in the case of clause (3) of the first paragraph of this covenant:

	(A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
	(B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary thereof not otherwise prohibited by the Indenture;
	(C) any encumbrance or restriction arising or existing by reason of construction loans or purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations, in each case to the extent permitted under the Indenture;
	(D) customary restrictions imposed on the transfer of intellectual property in connection with licenses of such intellectual property in the ordinary course of business;
	(E) encumbrances or restrictions existing under or by reason of provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements, in each case to the extent permitted under the Indenture, so long as any such encumbrances or restrictions are not applicable to any Person (to its property or assets) other than such joint venture or a Subsidiary thereof; or
	(F) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof;

	(6) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition; and
	(7) on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.

	Merger, Consolidation or Sale of Assets

(1) either: (a) the Company is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition will have been made (i) is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) assumes all the obligations of

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	the Company under the Notes, the Indenture and, to the extent applicable, the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;
	(2) immediately after giving effect to such transaction no Default or Event of Default exists;
	(3) immediately after giving effect to such transaction on a pro forma basis, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition will have been made, will be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness.”
	(4) each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this covenant, will have by amendment to its Note Guarantee confirmed that its Note Guarantee will apply to the obligations of the Company or the surviving Person in accordance with the Notes and the Indenture.
	(5)&