exv10w1



 



EXHIBIT
10.1




EXECUTION COPY




CONTRACT CASH SOLUTIONS AGREEMENT




DATED AS OF JULY 20, 2007




AMONG




CARDTRONICS, INC.,




CARDTRONICS, LP




AND




WELLS FARGO BANK, NATIONAL ASSOCIATION



















 











TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	I. General
	 	 	3	 
	 
	 	 	 	 
	A. Inconsistencies; Incorporation of Recitals
	 	 	3	 
	B. Effect of non-Business Days on deadlines
	 	 	3	 
	C. Recovery Plan
	 	 	3	 
	D. Covered Machines
	 	 	3	 
	E. Exceptions
	 	 	4	 
	F. Limitations on Additions and Deletions
	 	 	4	 
	 
	 	 	 	 
	II. Contract Cash Services; Work
	 	 	4	 
	 
	 	 	 	 
	A. Wells Fargo’s General Obligation to Supply Cash
	 	 	4	 
	B. Orders
	 	 	5	 
	C. Maximum Amount of Cash to be Supplied
	 	 	5	 
	D. No Commingling of Cash
	 	 	6	 
	E. Cash May Only be Used in Covered Machines
	 	 	6	 
	F. Treatment of Cash as “Vault Cash”
	 	 	6	 
	G. Work
	 	 	6	 
	H. Third-Party Premises
	 	 	6	 
	 
	 	 	 	 
	III. Plan and Procedures
	 	 	7	 
	 
	 	 	 	 
	A. Commencement
	 	 	7	 
	B. Daily Reports
	 	 	7	 
	C. Settlement Accounts
	 	 	9	 
	D. Settlements
	 	 	9	 
	E. Viewing of Settlement Accounts
	 	 	10	 
	F. Reconciliation
	 	 	10	 
	G. Client Operating Accounts
	 	 	10	 
	H. Business Day
	 	 	11	 
	 
	 	 	 	 
	IV. Risk of Loss
	 	 	11	 
	 
	 	 	 	 
	A. Risk of Loss — Cash in Covered Machines
	 	 	11	 
	B. Risk of Loss – Cash In Possession of Wells Fargo or a Wells Fargo
Network Location
	 	 	11	 
	C. Risk of Loss – Cash in Possession of Armored Carrier
	 	 	12	 
	D. Risk of Loss – Nonpayment by Servicer
	 	 	12	 
	E. 7-Eleven Machine Acquisition Risk of Loss Rule
	 	 	12	 
	 
	 	 	 	 
	V. Ownership of Cash
	 	 	12	 
	 
	 	 	 	 
	A. Cash Remains the Property of Wells Fargo
	 	 	12	 
	B. No Client or Third-Party Interest in Cash
	 	 	13	 
	C. Labeling of Covered Machines
	 	 	13	 
	D. Needs Redelivery of Cash to Wells Fargo Until the Needs Redelivery
	 	 	 	 
















 





TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page
	Termination Date
	 	 	14	 
	E. Other Redelivery
	 	 	14	 
	 
	 	 	 	 
	VI. Armored Carrier Service
	 	 	14	 
	A. Armored Carrier — General
	 	 	14	 
	B. Procedures for Needs Redelivery of Cash
	 	 	15	 
	C. Cash Held by Armored Carrier
	 	 	15	 
	D. Covered Machine Access
	 	 	15	 
	E. Responsibilities
	 	 	15	 
	F. Armored Carrier Letter Agreements
	 	 	16	 
	G. Vault Security
	 	 	16	 
	 
	 	 	 	 
	VII. Fees
	 	 	17	 
	 
	 	 	 	 
	A. General
	 	 	17	 
	B. Taxes
	 	 	17	 
	C. Costs and Expenses
	 	 	17	 
	D. Monthly Servicing Fees and Billing Statement
	 	 	17	 
	E. Service Level Adjustments
	 	 	18	 
	F. Debit of Operating Accounts
	 	 	18	 
	 
	 	 	 	 
	VIII. Insurance
	 	 	18	 
	 
	 	 	 	 
	A. Required Insurance
	 	 	18	 
	B. Additional Requirements
	 	 	19	 
	C. No Relief From Liability
	 	 	19	 
	 
	 	 	 	 
	IX. Default; Termination Trigger Events
	 	 	20	 
	 
	 	 	 	 
	A. Termination Upon Default
	 	 	20	 
	B. Client Events of Default
	 	 	20	 
	C. Wells Fargo Event of Default
	 	 	22	 
	D. Termination Trigger Events
	 	 	22	 
	 
	 	 	 	 
	X. Indemnification; Limitations on Liability
	 	 	24	 
	 
	 	 	 	 
	A. Covered Machines
	 	 	24	 
	B. Actions of a Party and its Representatives
	 	 	25	 
	C. Taxes
	 	 	25	 
	D. No Consequential Damages
	 	 	25	 
	E. Acknowledgement
	 	 	25	 
	F. Acts or Omissions
	 	 	26	 
	G. Force Majeure
	 	 	26	 
	 
	 	 	 	 
	XI. Term; Survival; Early Termination Fee
	 	 	26	 
	 
	 	 	 	 
	A. General
	 	 	26	 
















 






TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page
	B. Redelivery
	 	 	26	 
	C. Survival
	 	 	26	 
	D. Failure to Furnish Cash
	 	 	27	 
	E. Certain Costs
	 	 	27	 
	F. Early Termination Fee
	 	 	27	 
	G. Purchase Option
	 	 	27	 
	 
	 	 	 	 
	XII. Representations Warranties and Covenants
	 	 	28	 
	 
	A. Representations and Warranties of Clients
	 	 	28	 
	B. Representations and Warranties of Wells Fargo
	 	 	30	 
	C. Covenants of Clients
	 	 	31	 
	D. Covenants of Wells Fargo
	 	 	33	 
	 
	 	 	 	 
	XIII. Conditions Precedent
	 	 	33	 
	 
	 	 	 	 
	XIV. General Provisions
	 	 	34	 
	 
	A. Counterparts
	 	 	34	 
	B. Relationship of the Parties
	 	 	34	 
	C. Entire Agreement; Modification
	 	 	34	 
	D. Assignment
	 	 	34	 
	E. Notices
	 	 	35	 
	F. Governing Law and Venue
	 	 	35	 
	G. Section Headings
	 	 	35	 
	H. Arbitration
	 	 	36	 
	I. Attorneys’ Fees
	 	 	38	 
	J. Waiver
	 	 	38	 
	K. No Third Party Beneficiaries
	 	 	38	 
	L. Remedies Cumulative
	 	 	38	 
	M. Severability
	 	 	39	 
	N. Examinations and Audits
	 	 	39	 
	O. Effectiveness
	 	 	40	 
	P. No Third-Party Covered Machines
	 	 	40	 
	Q. Wells Fargo’s Records Presumed Correct
	 	 	40	 
	R. Construction
	 	 	40	 
	S. Joint and Several Liability
	 	 	40	 
	T. Wholesaling Prohibited
	 	 	40	 
	U. Patriot Act Notice; OFAC and Bank Secrecy Act
	 	 	41	 
















 








TABLE OF DEFINITIONS




	 	 	 	 	 
	 	 	Page
	7-Eleven Machine Acquisition
	 	 	1	 
	AAA
	 	 	34	 
	Actual Termination Date
	 	 	24	 
	Agreement
	 	 	1	 
	Annual Limit
	 	 	4	 
	Armored Carrier
	 	 	2	 
	Armored Carrier Contract
	 	 	2	 
	Armored Carrier Contracts
	 	 	2	 
	Armored Carrier Letter Agreement
	 	 	2	 
	Armored Carrier Letter Agreements
	 	 	2	 
	Armored Carriers
	 	 	2	 
	ATMs
	 	 	1	 
	Bank Report
	 	 	8	 
	Bankruptcy
	 	 	18	 
	Bankruptcy Code
	 	 	18	 
	Baseline
	 	 	16	 
	Beginning Measurement Time
	 	 	6	 
	BNA
	 	 	1	 
	Board
	 	 	2	 
	Business Day
	 	 	9	 
	Cardtronics
	 	 	1	 
	Cash
	 	 	4	 
	Cash Supplier
	 	 	2	 
	Change of Control
	 	 	22	 
	Client
	 	 	1	 
	Client Event of Default
	 	 	18	 
	Covered Machines
	 	 	1	 
	Daily Dispensed Cash
	 	 	7	 
	Daily Reports
	 	 	7	 
	Dispensed Cash
	 	 	6	 
	Dispute
	 	 	33	 
	Expected Amount
	 	 	7	 
	FDIC
	 	 	20	 
	Fee Letter
	 	 	15	 
	File 1 Report
	 	 	7	 
	File 2 Report
	 	 	7	 
	File 3 Report
	 	 	7	 
	File 4 Report
	 	 	7	 
	Final Settlement
	 	 	9	 
	Force Majeure Event
	 	 	24	 
















 






TABLE
OF DEFINITIONS





	 	 	 	 	 
	 	 	Page
	Freeze Period
	 	 	3	 
	Full Service Vcom
	 	 	1	 
	Full Service Vcoms
	 	 	1	 
	Governing Law
	 	 	33	 
	LP
	 	 	1	 
	Machine Placement Agreement
	 	 	6	 
	Machines
	 	 	1	 
	Maintenance Contract
	 	 	2	 
	Maintenance Contracts
	 	 	2	 
	Maintenance Letter
	 	 	3	 
	Maintenance Letters
	 	 	3	 
	Maintenance Provider
	 	 	2	 
	Maintenance Providers
	 	 	2	 
	Maximum Available Amount
	 	 	5	 
	Needs
	 	 	1	 
	Needs Redelivery
	 	 	12	 
	Needs Redelivery Termination Date
	 	 	31	 
	OCC
	 	 	20	 
	OFAC
	 	 	38	 
	Operating Account
	 	 	9	 
	Operating Accounts
	 	 	9	 
	option right
	 	 	22	 
	Parties
	 	 	1	 
	Party
	 	 	1	 
	Patriot Act
	 	 	38	 
	Recovery Plan
	 	 	3	 
	Regular Vcom
	 	 	1	 
	Regular Vcoms
	 	 	1	 
	Regulation D
	 	 	2	 
	Required Percentage of Covered Machines
	 	 	16	 
	Service Report
	 	 	8	 
	Servicer
	 	 	2	 
	Servicer Agreement
	 	 	2	 
	Servicer Agreements
	 	 	2	 
	Servicer Letter
	 	 	2	 
	Servicers
	 	 	2	 
	Settlement Account
	 	 	8	 
	Settlement Accounts
	 	 	8	 
	Settlement Start Date
	 	 	6	 
	Starting Cash
	 	 	6	 
	Stated Termination Date
	 	 	24	 
	Termination Trigger Event
	 	 	21	 
















 




TABLE OF DEFINITIONS





	 	 	 	 	 
	 	 	Page
	Trigger Event
	 	 	13	 
	True-up Agreement
	 	 	7	 
	Vcom
	 	 	1	 
	Vcoms
	 	 	1	 
	Wells Fargo
	 	 	1	 
	Wells Fargo Event of Default
	 	 	20	 
	Wells Fargo Network Location
	 	 	5	 

















 








Table of Exhibits




Exhibit A – Covered Machines

Exhibit A-1 – Covered Vcoms

Exhibit A-2 – Covered ATMs

Exhibit B – Servicer Settlement Accounts

Exhibit C – Servicer Letter

Exhibit D – Armored Carrier Letter Agreement

Exhibit E– Maintenance Letter

Exhibit F – Recovery Plan

Exhibit G – True-up Agreement

Exhibit H – Form of Bank Report















 








CONTRACT CASH SOLUTIONS AGREEMENT




     This CONTRACT CASH SOLUTIONS AGREEMENT (this “Agreement”) is entered into as of
July 20, 2007, by and among CARDTRONICS, INC. (“Cardtronics” or a “Client”), a
Texas corporation, CARDTRONICS, LP (“LP” or a “Client” and collectively with
Cardtronics, the “Clients”), each with its principal office located at 3110 Hayes Road,
Suite 300, Houston, Texas 77082 and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”),
a national banking association organized and existing under the laws of the United States with an
office located at 2500 City Blvd., Suite 1100, Houston, Texas 77042. Each Client and Wells Fargo
may be referred to herein as a “Party,” or “Parties” when referring to all of them.



Recitals




     1. Clients are purchasing the Covered Machines (defined below) listed on the initial
Exhibit A from 7-Eleven, Inc. (“7-Eleven”) and Vcom Financial Services, Inc.
(“VFS”) (the “7-Eleven Machine Acquisition”).



     2. Upon consummation of the 7-Eleven Machine Acquisition, Clients will operate a network of
Vcom machines (individually, a “Vcom” and collectively, “Vcoms”) that dispense
currency and can perform a number of other financial and consumer transactions such as debit
purchase transactions, credit card cash advance transactions, money order transactions, and check
cashing transactions. For purposes of this Agreement, there are two types of Vcoms in operation.
The first type of Vcom (each a “Full Service Vcom” and collectively, “Full Service
Vcoms”), which numbers approximately 1,036 on the date hereof, includes within its functions
bunch note acceptors (“BNA”). The second type of Vcoms, which numbers approximately 1,032
on the date hereof, do not include within its functions BNA (each a “Regular Vcom” and
collectively, “Regular Vcoms”). Clients also will operate a network of approximately 3,509
automated teller machines (“ATMs” and together with the Vcoms, “Machines”) that are
part of the 7-Eleven Machine Acquisition.



     3. The Machines that are subject to this Agreement (the “Covered Machines”) are listed
in Exhibit A to this Agreement (sub-Exhibit A-1 for Vcoms and sub-Exhibit A-2 for ATMs), as
such exhibits may be amended from time to time pursuant to the terms of this Agreement.



     4. Clients may, from time to time, replace existing ATMs with and/or convert them to Vcoms and
vice versa and the Machines covered by this Agreement may, from time to time,
change.



     5. Wells Fargo provides banking services and maintains currency as dictated by law and as
required to meet the needs of its depositors (“Needs”).



     6. Subject to the terms of this Agreement, Wells Fargo desires to provide the currency needed
for the dispensing requirements of all of the Covered Machines in the amounts to be specified by
Clients from time to time pursuant to the terms of this Agreement and to perform balancing and
processing services (the “Work”) for the Covered Machines.



 









 





     7. Wells Fargo, through its vault network, Federal Reserve Bank vaults, and various
third-party providers (each a “Cash Supplier”) will cause the Cash to be made available to
the Armored Carriers for use in the Covered Machines, and Armored Carriers shall transport and
replenish the Cash in the Covered Machines in accordance with this Agreement and the Armored
Carrier Letter Agreements.



     8. Provided the Cash satisfies the then-current guidelines established by the Board of
Governors of the Federal Reserve System (the “Board”), until the Needs Delivery Termination
Date (defined below), Wells Fargo may treat Cash placed in the Covered Machines as “vault cash” for
purposes of reserve requirements under Regulation D, 12 C.F.R. Part 204 (“Regulation D”),
as promulgated by the Board, until such Cash is dispensed from the Covered Machines.



     9. Clients have entered into or assumed contracts with each of the persons and entities listed
on Exhibit B as servicers (together with any successor or assign, individually, a
“Servicer” and collectively, “Servicers”) to perform certain services in connection
with the Covered Machines pursuant to separate agreements with Servicers (hereinafter referred to
individually as a “Servicer Agreement” and collectively as the “Servicer
Agreements”). In the event either Client desires to add a new service provider where such
provider’s service will dispense Cash from a Covered Machine (other than dispensing change
incidental to the service), such Client may add such new service provider as a Servicer to
Exhibit B by providing 30 days written notice to Wells Fargo and submitting an amended
Exhibit B to Wells Fargo listing the current Servicers and an executed Servicer Letter for
the new service provider.



     10. Clients have entered into or assumed, and will, with respect to future services, enter
into prior to providing any services, a letter agreement with each Servicer, in substantially the
form attached hereto as Exhibit C (each, a “Servicer Letter”) by which the parties
thereto acknowledge or will acknowledge their rights and obligations with respect to the Cash and
Receivables (as defined therein) and the procedures for settlement of transactions involving the
dispensing of Cash from Covered Machines.



     11. Clients have entered into contracts with one or more armored carriers (with successors,
collectively, “Armored Carriers” and individually, “Armored Carrier”) for
purposes, among other things, of delivering Cash to, and retrieving Cash from, the Covered Machines
(collectively, the “Armored Carrier Contracts,” and individually, an “Armored Carrier
Contract”) and have entered into or assumed a separate letter agreement in substantially the
form attached hereto as Exhibit D with each Armored Carrier in connection with the Covered
Machines among Clients, Wells Fargo and Armored Carrier (individually, “Armored Carrier Letter
Agreement” and
collectively the “Armored Carrier Letter Agreements”).



     12. Clients may contract with one or more third-parties (individually, a “Maintenance
Provider,” and collectively, the “Maintenance Providers”) who in connection with its
duties to maintain the Covered Machines, may have access to the Cash in the Covered Machines. Each
such agreement with a Maintenance Provider shall be referred to individually herein as a
“Maintenance Contract” and collectively, “Maintenance Contracts”. Clients have
entered into or assumed, and will, with respect to future Maintenance Providers, enter a separate
letter



2









 




agreement with each Maintenance Provider in substantially the form attached hereto as
Exhibit E (individually a “Maintenance Letter” and collectively, the
“Maintenance Letters”).




Agreement




ACCORDINGLY, the Parties to this Agreement agree as follows:




I. General.





	 	A.	 	Inconsistencies; Incorporation of Recitals. In the case of
inconsistencies between this Agreement and any other agreements between Wells Fargo and
either Client that deal with the subject matter of this Agreement (including Wells
Fargo account agreements), the terms of this Agreement shall prevail. The Recitals set
forth above are incorporated herein by reference as part of this Agreement.
	 
	 	B.	 	Effect of non-Business Days on deadlines. If any deadline specified in
this Agreement falls upon a non-Business Day, such deadline shall be extended to the
next day that is a Business Day.
	 
	 	C.	 	Recovery Plan. The provisions of the current cash retrieval and
disaster recovery plans attached hereto as Exhibit F (“Recovery Plan”)
are incorporated in and supplement the terms of this Agreement. The locations and
delivery times of Wells Fargo Network Locations and other information in the cash
recovery plan attached as Exhibit F will be supplemented or otherwise restated
monthly based upon updated information from Clients and upon either Client’s addition
or deletion of a Covered Machine. Any other supplements or restatements of the
Recovery Plan shall become effective only upon the prior written consent of Clients.
	 
	 	D.	 	Covered Machines. The current list of Covered Machines is set forth in
Exhibit A. Subject to Section I.F. below, either Client may, upon five
Business Days prior written notice to Wells Fargo, delete Machines listed as Covered
Machines (such deletion to be effective only after all Cash is removed from the Covered
Machine by the Armored Carrier). Subject to Section I.F. below, either Client
may add new Covered Machines to the appropriate subpart of Exhibit A
from time to time upon written notice to Wells Fargo according to the procedure set
forth in this Paragraph. If the new Covered Machine can be serviced by an existing
Wells Fargo Network Location, does not occur during the first or last week of a
month (the “Freeze Period”) and the aggregate number of Covered Machines
being added does not exceed 100, Clients will provide Wells Fargo five Business Days
prior written notice of the change. If either Client reasonably determines that the
new Covered Machine will require a new Wells Fargo Network Location or if the
aggregate number of Covered Machines being added exceeds 100, such Client shall
provide Wells Fargo 45 days prior written notice of the change. Notwithstanding any
other provision to the contrary, any Covered Machines being added during a Freeze
Period will be done solely on a best efforts




3









 






	 	 	 	basis and as long as there are
sufficient Wells Fargo AU/General Ledger combinations as a unique AU/GL combination
is required for each new Covered Machine in order to account for the Cash (currently
there are up to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]
General Ledger lines available per Wells Fargo AU). Wells Fargo hereby agrees to
supply the Cash to the new proposed Machines in the continental United States from
the nearest Wells Fargo Network Location. Wells Fargo shall respond to a Client’s
request for a new Wells Fargo Network Location in writing within 10 Business Days of
such Client’s request to add a Covered Machine(s), and such response shall indicate
the proposed Wells Fargo Network Location that Wells Fargo intends to use to supply
the Cash to the new Covered Machine(s). The applicable Client shall respond in
writing to Wells Fargo within 10 Business Days, either approving or rejecting the
proposed Wells Fargo Network Location for the proposed Covered Machine(s) and
describing the reasons for a rejection. If a Client rejects the proposed Wells
Fargo Network Location(s) for a proposed Covered Machine, such Client may supply the
new Machine with currency and coin from any other source, and such new Machine shall
not be added to Exhibit A as a Covered Machine. In no event shall Work be
performed for Covered Machines except by Wells Fargo.
	 
	 	E.	 	Exceptions. For avoidance of doubt and in addition to any exclusions
set forth in this Agreement, the Parties agree that nothing herein shall be deemed to
prohibit Clients from procuring currency and coin for the Covered Machines from any
source other than Wells Fargo if Wells Fargo is unable to provide Cash (on account of a
Force Majeure Event or otherwise) so long as (i) any Cash is first removed from the
applicable Covered Machine (at which time the Machine will be deleted from
Exhibit A), and (ii) Cash is never commingled with currency or coin of either
Client or any other person or source.
	 
	 	F.	 	Limitations on Additions and Deletions. On the date of this Agreement
and on each July 15 during the term hereof, Clients will provide to Wells Fargo a
forecast of the number of Machines that will be Covered Machines during the following
calendar year (the “Annual Limit”) and during the three
next succeeding calendar years. Notwithstanding anything in this Agreement to the
contrary, the number of Covered Machines shall never exceed the then applicable
Annual Limit. As provided in Section I.D. the number of Covered Machines
being added may be limited during Freeze Periods.





II. Contract Cash Services; Work.





	 	A.	 	Wells Fargo’s General Obligation to Supply Cash. Subject to the terms
of this Agreement, Wells Fargo agrees to furnish or cause to be furnished all United
States currency and coin in denominations and that either is new or is in physical
condition suitable for dispensing from a Machine in the amounts to be ordered by




4









 






	 	 	 	Clients (such new or ATM fit United States currency and coin as provided or arranged by
Wells Fargo, the “Cash”), provided that before the Needs Redelivery Termination
Date, Wells Fargo determines that it has sufficient cash on hand to meet Needs. For
avoidance of doubt, the Parties agree that the term “Cash” does not include currency or
coin accepted by the Machines from Machine Clients.
	 
	 	B.	 	Orders. Subject to Paragraph C below, Wells Fargo agrees to supply (or
cause to be supplied) all of the Covered Machines with adequate Cash to meet each
Client’s Cash order requests for each of the Covered Machines. Clients will provide
Wells Fargo with at least two weeks prior written notice of the forecasted amount of
Cash needed to accommodate holiday spikes, new locations and increased activities, in
each case estimating Cash needs by city, location and denomination. Clients shall give
Wells Fargo an order for Cash by the time(s) designated for each Wells Fargo, Cash
Supplier, Federal Reserve or other vault location, each a “Wells Fargo Network
Location”). Clients shall specify the amount and denomination of Cash to be
supplied in the manner required under Wells Fargo’s cash vault ordering requirements.
In the event that any applicable Wells Fargo Network Location cannot supply a Client
with the volume of adequate Cash required to meet each Cash order for the Covered
Machines, Wells Fargo shall use commercially reasonable efforts to obtain from other
sources as much of such Cash as is practicable to fill such Client’s order.
	 
	 	C.	 	Maximum Amount of Cash to be Supplied. Notwithstanding anything in
this Agreement to the contrary, the aggregate total of Cash to be provided by Wells
Fargo under this Agreement shall at no time exceed (1) [CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST] (A) during time the Parties agree-upon in writing
during Christmas and New Year’s holiday periods and (B) between January 15 and March 31
of each year during the term hereof (the “Tax Season”), and (2) [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A CONFIDENTIALITY TREATMENT
REQUEST] at all other times, which amounts in clauses (A) and (B) above include the
sum of (x) all Cash with Armored Carriers, (y) Cash in Covered Machines, and (z) all
payments owed by Servicers, including any amount to be reimbursed by way of credit
to the Settlement Accounts in immediately available funds, net of all adjustments,
chargebacks, representations and other corrections to all transactions under the
Servicing Agreements (the “Maximum Available Amount”). At no time other
than Tax Season shall Cash inside any Covered Machine exceed [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]. During Tax Season, at no time shall Cash
inside any Covered Machine exceed [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND EXCHANGE




5









 






	 	 	 	 COMMISSION PURSUANT TO A CONFIDENTIALITY
TREATMENT REQUEST].
	 
	 	D.	 	No Commingling of Cash. Each Client agrees that during the term of
this Agreement the only currency and coin to be placed in any of the cash cassettes
used for dispensing currency and coin from a Covered Machine shall be Wells Fargo’s
Cash. This restriction on commingling applies irrespective of whether a Client intends
to supply currency and coins to a particular Covered Machine from another cash provider
and regardless of whether Wells Fargo failed to supply the Covered Machine or
otherwise.
	 
	 	E.	 	Cash May Only be Used in Covered Machines. Each Client agrees that at
no time will Cash (i) be used or placed in Machines other than the Covered Machines, or
(ii) be used for a purpose other than dispensing currency and coin needs at the Covered
Machines.
	 
	 	F.	 	Treatment of Cash as “Vault Cash”. Until the Needs Redelivery
Termination Date, Cash may be considered by Wells Fargo to be “vault cash” as defined
in section 204.2(k) of Regulation D until such time as it is dispensed from the Covered
Machines.
	 
	 	G.	 	Work. Subject to the terms and conditions hereof, Wells Fargo will
provide Work for the Covered Machines during the term of this Agreement.
	 
	 	H.	 	Third-Party Premises. Except as otherwise provided below, all
agreements between either Client and a third-party for the placement of an ATM on such
third party’s premises (each an “Machine Placement Agreement”) shall provide
substantially as follows before such Machine shall be deemed a Covered Machine:






	 	1.	 	Ownership of Cash. The Cash contained in the Covered
Machines is and, until dispensed in a cash dispensing transaction, always will
be owned by
and will be solely and exclusively the property of Wells Fargo and not
Client or any third-party.
	 
	 	2.	 	Wells Fargo Access to Covered Machines. At least
between the hours of 8:00 AM and 5:00 PM local time and such additional time
periods that the third party may deem to be its normal business hours (and upon
reasonable request during non-business hours), Wells Fargo and its authorized
agents shall be permitted by the third party to enter on the premises on which
the Covered Machines are located to inspect the Covered Machines, deliver Cash
to and retrieve Cash from the Covered Machines, supervise and/or inspect the
servicing and repair of Covered Machines and otherwise protect Wells Fargo’s
interest in the Cash contained in the Covered Machines.




6









 






	 	3.	 	Third-Party Access to Cash Prohibited. The third-party
shall not, and it shall instruct any person or entity performing any services
in the third-party premises not to, open or attempt to open or move or attempt
to move any Covered Machine.






	III.	 	Plan and Procedures. To ensure repayment of the Cash dispensed from the Covered
Machines (the “Dispensed Cash”) and to enable Wells Fargo to perform the Work, the
Parties agree to the settlement procedures, balancing and processing set forth below:






	 	A.	 	Commencement. At 12:00 a.m. Central Time in the case of Vcoms and 3:00
p.m. Central Time in the case of ATMs (the “Beginning Measurement Time”) on a
date to be agreed upon in writing by the Parties (the “Settlement Start Date”)
the settlement procedures for Covered Machines shall become effective. The Settlement
Start Date shall be the date the 7-Eleven Machine Acquisition is consummated and the
currency and coin in the cash cassette in each initial Covered Machine, in the Armored
Carrier’s vault or in transit with the Armored Carrier, in each case intended for use
in such Covered Machines shall be Cash hereunder (the “Starting Cash”). The
Starting Cash shall be effected by the notification by Wells Fargo in writing of the
currency and coin balances contained in each Acquired Machine, in the Armored Carrier’s
vault or in transit with the Armored Carrier, in each case intended for use in Acquired
Machines (the aggregate of such balances being referred-to as the “Expected
Amount”). The procedures for reconciling any difference between the Starting Cash
and the Expected Amount will be as provided in the True-up Agreement, dated as of even
date, among Clients, Wells Fargo, 7-Eleven and VFS in the form set forth in Exhibit
G (the “True-up Agreement”).
	 
	 	B.	 	Daily Reports.






	 	1.	 	By [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT
REQUEST], Central Time, on each Business Day, Clients shall deliver to Wells
Fargo daily reports (“Daily Reports”) as follows:






	 	a.	 	File 1. Separate reports for Vcoms and
ATMs (each a “File 1 Report”) that provide the amount of Cash
dispensed from each such Covered Machine between the Beginning
Measurement Time through settlement, which is [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] . Central
Time in the case of Vcoms and [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND EXCHANGE




7









 






	 	 	 	COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST] Central Time in the case of ATMs of
the immediately preceding Business Day (“Daily Dispensed
Cash”); and
	 
	 	b.	 	File 2. Separate reports (each a
“File 2 Report”) for Vcoms and ATMs that provide the amount of
Cash dispensed from each Covered Machine serviced since the preceding
Business Day from the Beginning Measurement Time until such Covered
Machine was serviced and cash cassettes swapped by the Armored Carrier
on the immediately preceding Business Day.
	 
	 	c.	 	File 3. Separate reports for Covered
Machines (each a “File 3 Report”) that provide the amount of
Cash deposited in each such Covered Machine between [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] Central
Time on the day immediately preceding the day on which the immediately
preceding File 3 Report was delivered and [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] Central
Time in the case of Full Service Vcoms; and
	 
	 	d.	 	File 4. Separate reports (each a
“File 4 Report”) for Covered Machines by Type that provide the
amount of Cash
deposited in each Covered Machine serviced since the preceding
Business Day from [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]. Central Time until such Covered
Machine was serviced and BNA cash deposits were removed by the
Armored Carrier on the immediately preceding Business Day.






	 	2.	 	Armored Carrier Service Report. Utilizing such
reporting system selected by Wells Fargo, and reasonably satisfactory to
Clients, by [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT
REQUEST]. local time (unless an exception is granted in writing by Wells Fargo)
on each Business Day, the Armored Carriers shall deliver to Wells Fargo a
report reflecting each Covered Machine serviced and Cash added or removed since
the preceding report and BNA cash removed and the Cash balance in each Covered
Machine at the time of





8









 





	 	 	 	service (together with corrections and adjustments input
in such system, the “Service Report”). Service Reports shall be used
by Wells Fargo as part of the reconciliation process contemplated hereby.
Wells Fargo will provide, without additional cost to Clients, training for
agreed upon systems changes.
	 
	 	3.	 	Daily Report by Wells Fargo. By [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]. Pacific Time on each Business
Day (provided Wells Fargo has timely received all reports and information
provided for hereunder from third-parties), Wells Fargo shall deliver to
Cardtronics daily reports (each a “Bank Report”) in substantially the
form attached hereto as Exhibit H which provides daily information for
Vcoms and ATMs. Reports will be for the activity occurring two Business Days
prior to the current date. Wells Fargo will provide, without additional cost
to Clients, training for agreed upon systems changes.
	 
	 	4.	 	Postilion and Other Reports. Clients shall provide
access and passwords to Wells Fargo, when and as needed by Wells Fargo to
satisfy its agreement to provide Work hereunder, so that Wells Fargo can
determine Postilion load amounts (as well as expected return) by Machine. All
information will be in an electronic file format readily usable by Wells Fargo.






	 	C.	 	Settlement Accounts. The Wells Fargo accounts agreed to in writing
between the Parties shall be used as the settlement accounts (each a “Settlement
Account” and collectively, the “Settlement Accounts”). Wells Fargo may
from time to time designate a different account to be used as a Settlement Account by
giving 90 Business Days prior written notice to Cardtronics.
	 
	 	D.	 	Settlements. All settlements with Servicers or either Client for
Dispensed Cash shall be effected by ACH or wire transfer directly into the applicable
Settlement Account. By [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST],
Central Time, on each Business Day, Clients shall wire transfer into the applicable
Settlement Account an amount equal to the difference, if any, between the Daily
Dispensed Cash (from Vcoms or ATMs, as applicable) and the amounts received from
Servicers on such Business Day. At or after [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY
TREATMENT REQUEST] Central Time each Business Day, Wells Fargo shall debit the
applicable Settlement Account for an amount not to exceed the Daily Dispensed Cash
attributable to the applicable type




9









 






	 	 	 	of Machine (i.e., Vcoms and ATMs) for the previous
day and thereafter shall, at Cardtronics’ option, either (i) credit the applicable
Operating Account by the amount, if any, by which the balance in the applicable
Settlement Account prior to debit exceeds the Daily Dispensed Cash related thereto or
(ii) debit the applicable Operating Account by the amount, if any, by which the balance
in the applicable Settlement Account is negative.
	 
	 	 	 	Each Client hereby acknowledges and understands that it is completely responsible
for any loss to Wells Fargo as the result of the misrouting of Dispensed Cash by any
network processor, whether or not a Servicer.
	 
	 	E.	 	Viewing of Settlement Accounts. Clients shall have viewing access to
the Settlement Accounts until Final Settlement occurs. “Final Settlement”
means, with regards to the Parties, Servicers, Armored Carriers, the Maintenance
Providers, and each and every other related party, the closing settlement of the
Settlement Accounts and the Operating Accounts, including all fees and expenses, all
Cash and other funds, and all obligations and duties owed which are subject to this
Agreement, at the time of the expiration or termination of this Agreement.
	 
	 	F.	 	Reconciliation.






	 	1.	 	Initial Verification to Determine Starting Cash. The
procedures for initial verification of Cash are set forth in the True-up
Agreement.
	 
	 	2.	 	Ongoing Reconciliation. Following receipt of the Daily
Reports each Business Day, Wells Fargo shall endeavor to reconcile all
out-of-balance amounts of Cash from the amounts reported in the Daily Reports
and the Service Reports. If at any time Wells Fargo learns that Cash is
out-of-balance (by use of the Bank Reports or otherwise), Wells Fargo shall
notify Clients of the imbalance within five days of such discovery, and within
60 days of providing such notice to Clients, Wells Fargo shall credit or debit,
as applicable, the appropriate Operating Account for such overage or shortage.
Variances will be settled as of the last Business Day of the month when the
difference reaches 60 days.
	 
	 	3.	 	Final Reconciliation. The Parties will use
commercially reasonable efforts to complete a final reconciliation of Cash
amounts upon termination or expiration of this Agreement within 10 Business
Days after the effective date of such termination or expiration.






	 	G.	 	Client Operating Accounts. Clients shall designate a deposit account
as their operating account for Vcoms and another depository account as their operating
account for ATMs, each to be at Wells Fargo (each an “Operating Account” and
collectively, the “Operating Accounts”). The Operating Accounts shall be used
for (i) all credits and debits of imbalances, and (ii) for debit by Wells Fargo of fees
owing pursuant to this Agreement. Clients may designate a different account




10









 






	 	 	 	at Wells
Fargo to be used as an Operating Account from time to time upon 90 days prior written
notice to Wells Fargo.
	 
	 	H.	 	Business Day. Except as noted in the following sentence, “Business
Day” shall mean any day other than weekends or holidays observed by the Federal
Reserve Banks or Wells Fargo, and with respect to each Covered Machine, the Cash
Supplier that is making Cash available to such Covered Machine. For avoidance of
doubt, for purposes of the reports to be provided herein, references to “Business Day”
shall mean any day other than Thanksgiving Day and Christmas Day.






	IV.	 	Risk of Loss.






	 	A.	 	Risk of Loss — Cash in Covered Machines. As between Wells Fargo and
Clients, Clients, jointly and severally, shall bear all risk of loss and all liability
with respect to the Cash during the time the Cash is located in the Covered Machines,
including, but not limited to, loss due to theft or destruction of any of the Cash
(whether or not such theft or destruction is due to an event beyond a Client’s
reasonable control), malfunction of equipment, or misfeasance or malfeasance of a
Client or Clients, Maintenance Provider, and their agents or employees.
Notwithstanding the foregoing, neither Client shall be liable or responsible for any
loss of Cash:






	 	1.	 	to the extent due to the willful acts or omissions of Wells
Fargo, its agents, or employees;
	 
	 	2.	 	where specifically provided otherwise herein;
	 
	 	3.	 	until the Needs Redelivery Termination Date upon Needs
Redelivery (but subject to Section IV.C.3. below); or
	 
	 	4.	 	before Cash ordered under this Agreement has been picked up by
an Armored Carrier.






	 	B.	 	Risk of Loss – Cash In Possession of Wells Fargo or a Wells Fargo Network
Location. As between Wells Fargo and Clients, Wells Fargo shall bear all risk of
loss with respect to Cash both (1) after such Cash has been returned to a Wells Fargo
Network Location, and (2) before such Cash has been picked up by an Armored Carrier
pursuant to a Client’s order for the ultimate purpose of supplying a Covered Machine.
The foregoing risk of loss includes without limitation, loss due to theft or
destruction of any of the Cash (whether or not such theft or destruction is due to an
event beyond Wells Fargo’s reasonable control), malfunction of Wells Fargo equipment,
or misfeasance or malfeasance of Wells Fargo, its agents or employees.





11









 





	 	C.	 	Risk of Loss – Cash in Possession of Armored Carrier. Except as
otherwise provided herein, as between Wells Fargo and Clients, Clients, jointly and
severally, expressly assume and agree to indemnify Wells Fargo for any and all
liability with respect to a Cash shortage, or loss, theft, disappearance, robbery, or
destruction of any of the Cash during the time the same is (or should be) in the
possession of an Armored Carrier until it is returned to a Wells Fargo Network
Location.






	 	1.	 	Notwithstanding the foregoing, neither Client shall be liable
to Wells Fargo for any loss, theft, or destruction of the Cash to the extent
due to the gross negligence or willful misconduct of Wells Fargo, any Cash
Supplier or their respective agents or employees. Nothing herein shall be
deemed to relieve an Armored Carrier of its responsibilities with regard to the
Cash.
	 
	 	2.	 	Wells Fargo shall assign to Clients all of Wells Fargo’s rights
to collect any Cash losses, theft or destruction from the Armored Carrier upon
collection by Wells Fargo from Clients for such losses, theft or destruction.
Wells Fargo shall use commercially reasonable efforts to cooperate with, and
assist, Clients in collecting such unpaid amounts after such assignment,
including providing Clients with any evidence of the claimed shortage, loss,
theft or destruction. All such efforts by Wells Fargo shall be at each
Client’s expense.
	 
	 	3.	 	Notwithstanding anything to the contrary herein, any risk of
loss during Needs Redelivery or redelivery upon a Wells Fargo Event of Default
of the Cash shall be borne by Wells Fargo, provided that Clients shall remain
liable for Cash shortages in the Covered Machines prior to pick-up. Nothing
herein shall be deemed to relieve an Armored Carrier of its responsibilities
with regard to the Cash.






	 	D.	 	Risk of Loss – Nonpayment by Servicer. Each Client, jointly and
severally, agrees to indemnify and hold Wells Fargo harmless from, for, and against
non-payment or any losses from nonpayment by any Servicer.
	 
	 	E.	 	7-Eleven Machine Acquisition Risk of Loss Rule. Notwithstanding any
provision in this Agreement to the contrary, as between Wells Fargo and Clients,
Clients, jointly and severally, shall bear all risk of loss, liability with respect to,
and responsibility for, all Overages, Shortages, Processor Claims, Courier ATM Claims
and Courier Vault Claims (as such terms are used in the True-up Agreement).






	V.	 	Ownership of Cash.






	 	A.	 	Cash Remains the Property of Wells Fargo. Wells Fargo shall have
absolute ownership, title and control of all of the Cash used in the Covered Machines
at all 




12









 






	 		 	times. No ownership of the Cash or payments owing from Servicers for Dispensed
Cash shall accrue, transfer, or otherwise inure to either Client or any other person.
Clients and Wells Fargo agree that:






	 	1.	 	all of the Cash shall remain the property of Wells Fargo, and
Wells Fargo shall have all right, title, and interest in and to the Cash and
may treat the Cash as its asset until such time as it is dispensed from any of
the Covered Machines in a cash dispensing transaction; and
	 
	 	2.	 	none of the Cash shall at any time become the property of
Clients, or any other person until such time as it is dispensed from any of the
Covered Machines in a cash dispensing transaction.






	 	 	Neither Client shall take actions inconsistent with the terms of this Agreement or
the intent of the Parties that all Cash provided to an Armored Carrier by a Wells
Fargo Network Location, regardless of physical location, remains the property of
Wells Fargo until it is dispensed from the Covered Machines or surrendered by the
Armored Carrier to a Wells Fargo Network Location as set forth in this Agreement.






	 	B.	 	No Client or Third-Party Interest in Cash. It is expressly agreed
between the Parties that neither of Clients nor any other person or entity has any
possessory or ownership rights to the Cash or Receivables (as defined in the Servicer
Letters) under Section 362 of the Bankruptcy Code or otherwise. It is expressly
understood that no other financial institution, including without limitation, any
Cash Supplier, can utilize the Cash to satisfy its own reserve requirements.
Neither Client, nor any other person (other than an Armored Carrier and the
Maintenance Providers for purposes of maintenance of the Covered Machines pursuant
to the Maintenance Contracts) shall have any access to, or use of, any of the Cash
after delivery of the same to Armored Carrier, whether during transportation or
storage by Armored Carrier or while it is stored in the vaults of the Covered
Machines, except as such use relates to the dispensing of any of the Cash in a cash
dispensing transaction from one of the Covered Machines. Once any of the Cash is
delivered to Armored Carrier, it shall only be transported or stored by Armored
Carrier and finally placed in one of the Covered Machines or handled by the
Maintenance Providers in a way that is consistent with the terms of the Maintenance
Contracts. Under no circumstances shall either Client hold itself out as the owner
of the Cash or in any way represent to any person or entity that it owns the Cash.
	 
	 	C.	 	Labeling of Covered Machines. If requested by Wells Fargo, each
Covered Machine shall display a sticker notice inside the Covered Machine’s outer cover
in such a place as is visible to a person accessing the inside of the Covered Machine,
reading as follows: “ALL CASH IN THE CASH CASSETTE IN THIS TERMINAL IS THE SOLE AND
EXCLUSIVE PROPERTY OF WELLS FARGO BANK, NATIONAL ASSOCIATION.” Wells Fargo shall bear
the




13









 






	 	 	 	cost of the sticker notices, and all costs related to affixing the sticker notices
to the Covered Machines shall be at each Client’s expense.
	 
	 	D.	 	Needs Redelivery of Cash to Wells Fargo Until the Needs Redelivery
Termination Date. “Needs Redelivery” means the redelivery of all or a
portion of the Cash to Wells Fargo by an Armored Carrier pursuant to the Recovery Plan
as required to meet Needs. Wells Fargo may demand Needs Redelivery of the Cash, upon
the occurrence of a Trigger Event, a Client Event of Default or a Termination Trigger
Event, and with contemporaneous notice to Clients and Armored Carrier. Upon Wells
Fargo demand for Needs Redelivery, Armored Carrier will deliver all or any part of the
Cash, pursuant to the Recovery Plan and the Armored Carrier Contracts, then in the
Covered Machines or otherwise in possession of Armored Carrier and return it to the
applicable Wells Fargo Network Location or otherwise deliver it as Wells Fargo
instructs, with or without judicial process, and without the consent of Clients. Needs
Redelivery shall be made at the expense of Wells Fargo and to the addresses specified
by Wells Fargo in the Recovery Plan. A “Trigger Event” shall mean any
circumstance whereby Wells Fargo is not, or believes it is not, reasonably able to meet
Needs without Needs Redelivery of all or a portion of the Cash from the Covered
Machines.
	 
	 	E.	 	Other Redelivery. Either Client can initiate a redelivery of Cash upon
a Wells Fargo Event of Default or a Termination Trigger Event invoked by Clients, and
Wells Fargo can initiate redelivery of Cash upon a Client Event of Default or a
Termination Trigger Event invoked by it.






	VI.	 	Armored Carrier Service.






	 	A.	 	Armored Carrier — General. Armored Carriers selected to handle the
Cash, including all loading of any of the Cash into any of the Covered Machines, shall
be a duly qualified armored car operator, selected by Clients (and reasonably
acceptable to Wells Fargo) and contracted for by Clients. Clients may replace any
Armored Carrier only upon prior written notice and with Wells Fargo’s express written
consent which may not be unreasonably withheld, conditioned or delayed, Clients will
use their best efforts to provide the prior written notice to Wells Fargo at least 30
days prior to such replacement, but in no event sooner than is reasonably necessary to
ensure that the replacement Armored Carrier is a duly qualified armored car operator.
For avoidance of doubt, a “duly qualified armored carrier operator” is one that is
properly licensed, has provided to the Wells Fargo Network Locations a signature list
of those authorized to pick up Cash and the photos of whom are on file, for whom an
authorization letter is on file from Clients indicating what actions Wells Fargo is to
take with respect to a particular Armored Carrier, whose trucks, uniforms and other
identifications match and who otherwise meets the security and operational standards of
such Wells Fargo Network Locations.




14









 






	 	B.	 	Procedures for Needs Redelivery of Cash. Needs Redelivery pursuant to
Paragraph V.D. shall occur on a same-day basis in accordance with the Recovery Plan.
For requests made prior to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]
local time of a Business Day, Cash will be deemed to be delivered on a same-day basis
if the applicable Wells Fargo Network Location receives it at the Wells Fargo Network
Location by [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] local time the day
of request. For requests made after [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY
TREATMENT REQUEST] local time of a Business Day, Cash will be deemed to be received on
a same-day basis if Wells Fargo Network Location receives it prior to [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] local time the next Business Day. In
response to a Needs Redelivery demand, made in accordance with this Agreement, Clients
shall act in accordance with the Recovery Plan and shall not obstruct Needs Redelivery
of the Cash.
	 
	 	C.	 	Cash Held by Armored Carrier. Clients shall contractually obligate
Armored Carrier to segregate Cash held by Armored Carrier from all other currency and
coin until such time as the Cash is required to be placed in specific Covered Machines
or until it is requested to be returned to Wells Fargo and to meet the standards set
forth in Paragraph VI.A. above.
	 
	 	D.	 	Covered Machine Access. No employee of Armored Carrier shall have the
authority to access the Cash stored in any Covered Machine, except as provided below.
The only parties having authorized access to the Cash stored in the Covered Machines
shall be (i) Armored Carriers for the purposes of loading Cash in, or removing Cash
from, the Covered Machines, as provided in the Armored Carrier Contracts, (ii) Armored
Carriers for purposes of redelivery of the Cash to Wells Fargo Network Location
pursuant to this Agreement, and (iii) the Maintenance Providers for purposes of Machine
maintenance as set forth in the Maintenance Contracts.
	 
	 	E.	 	Responsibilities. Wells Fargo and each Client each agree that they
shall not conceal or misrepresent any material fact or circumstance concerning the Cash
delivered to Armored Carrier pursuant to this Agreement and the Armored Carrier
Contracts.






	 	1.	 	Wells Fargo agrees to supply all the Cash to Armored Carrier
directly through any of the applicable Wells Fargo Network Location(s) in a
sealed




15









 






	 	 	 	or locked bag, together with a shipping document verifying the value of
the Cash in the bag. The value of the Cash set forth in such shipping document
that accompanies the release by the applicable Wells Fargo Network Location of
any sealed or locked bag shall be conclusively deemed the amount of the Cash
invoiced. Each Client’s contract with each Armored Carrier shall, in the event
of any reportable shortage claimed in the contents of a sealed or locked cash
bag received by Armored Carrier from the Wells Fargo Network Location, obligate
Armored Carrier to promptly notify such Client and Wells Fargo of the shortage.
With respect to cash bags received from the Federal Reserve Bank or a Cash
Supplier, each such contract shall also obligate the Armored Carrier to
(i) provide reasonable assistance to Wells Fargo in presenting difference
claims to the relevant Federal Reserve Bank or Cash Supplier in accordance with
Federal Reserve Bank regulations or operating circular, if any; and (ii) comply
with any requirements imposed by the Federal Reserve Bank or the relevant Cash
Supplier in connection with the reporting of such shortages. In the event that
such difference cannot be resolved, Wells Fargo and Clients will in good faith
attempt to resolve the difference between them. If such efforts are
unsuccessful (i) with respect to sums which Clients claim in writing are owed
to them, within 60 days of receipt of the claim by Wells Fargo, or (ii) with
respect to sums which Wells Fargo claims in writing are owed to it, within 60
days of receipt of the claim by Clients, the parties agree to resolve the issue
in accordance with
the mediation and arbitration provisions of this Agreement. The parties
will from time to time mutually agree upon any minimal differences that need
not be reported and such threshold amounts that must be reported on a
same-day or next-Business-Day basis.
	 
	 	2.	 	Upon request of Wells Fargo, each Client agrees to provide to
Wells Fargo, its agents and its legal advisors a copy of each Armored Carrier
Contract in its possession.






	 	F.	 	Armored Carrier Letter Agreements. Prior to utilizing any Armored
Carrier other than an Armored Carrier whose contract is assumed in connection with the
7-Eleven Machine Acquisition, each of Clients, Wells Fargo and the Armored Carrier
shall enter into an Armored Carrier Letter Agreement substantially in the form set
forth in Exhibit E.
	 
	 	G.	 	Vault Security. Wells Fargo shall inform Clients in writing of any
regulatory requirements imposed upon Wells Fargo with respect to security measures that
are applicable to the maintenance of the Cash in each Armored Carrier’s vault
facilities. Each Client shall immediately communicate such information to each Armored
Carrier. Clients shall take reasonable steps to ensure that each Armored Carrier
agrees to comply with any such regulatory requirements.




16









 












	VII.	 	Fees.






	 	A.	 	General. Clients, jointly and severally, agree to pay Wells Fargo the
fees calculated in accordance with the terms of a separate fee letter between Wells
Fargo and Clients (the “Fee Letter”), which is hereby incorporated into this
Agreement, which may be amended after the initial term of this Agreement as provided
herein. Following the initial two-year term of this Agreement, fees may be changed by
Wells Fargo on 30 days prior notice to Clients and Clients are free to accept such
changes or terminate this Agreement.
	 
	 	B.	 	Taxes. Clients, jointly and severally, shall pay or reimburse Wells
Fargo for any applicable taxes levied, imposed or assessed upon Wells Fargo as a result
of its provision of Cash to Clients under this Agreement, excluding personal property
taxes assessed against or payable by Wells Fargo (except for taxes relating to personal
property owned by Clients), taxes based upon Wells Fargo’s net income and Wells Fargo’s
corporate franchise taxes. Alternatively to such payment or reimbursement, a Client
may satisfy its obligation in this paragraph by providing Wells Fargo with an exemption
certificate that establishes that no tax is due. Wells Fargo shall furnish Clients
with invoices showing separately itemized amounts due under this paragraph with respect
to applicable taxes (if any). If a Client pays or reimburses Wells Fargo for any taxes
pursuant to this paragraph, Wells Fargo hereby assigns and transfers to such Client all
of Wells Fargo’s rights, title and interest in and to any refund for taxes paid. Any
claim for refund of taxes against the assessing authority may be made in the name of a
Client or
Wells Fargo, or both at such Client’s option. Clients may initiate and manage
litigation brought in the name of Clients or Wells Fargo, or both, to obtain refunds
of amounts of taxes paid under this paragraph. Wells Fargo shall cooperate fully
with Clients in pursuing any refund claims, including any related litigation or
administration procedures.
	 
	 	C.	 	Costs and Expenses. Clients, jointly and severally, agree to pay or
reimburse Wells Fargo on demand for all costs and expenses incurred by Wells Fargo in
connection with the preparation, negotiation and delivery of this Agreement and its
Exhibits and any amendments or waivers thereto from time to time, including without
limitation all reasonable fees and disbursements of legal counsel.
	 
	 	D.	 	Monthly Servicing Fees and Billing Statement. All fees and charges
payable by Clients pursuant to this Agreement will be detailed for Clients in a monthly
billing statement using Wells Fargo’s standard account analysis format which will be
provided to Clients on the first Business Day after the 10th of each
calendar month. Such statement shall contain categories of information as set forth in
an Exhibit to the Fee Letter or as otherwise mutually agreed in writing by the Parties
from time to time. Wells Fargo shall debit the appropriate Operating Account for all
billed amounts on an agreed-upon day of the month that is no later than the
20th day after delivery of such monthly billing statement. To the extent
that the appropriate Operating Account contains insufficient funds to accommodate such




17









 






	 	 	 	debit, the unpaid amount shall become immediately due and payable upon notice to
Clients and Clients shall immediately pay the unpaid amount to Wells Fargo.
	 
	 	E.	 	Service Level Adjustments. 1. If Wells Fargo fails to either (i)
provide Cash for any particular Covered Machine pursuant to Paragraph II.A (unless
otherwise excused pursuant to the terms of this Agreement), or (ii) provide Cash as
required in Paragraph II.B. above, then Wells Fargo shall either pay those additional
expenses to Clients which have been incurred by Clients related solely to the failure
on part of Wells Fargo to deliver Cash to the Armored Carrier, or credit such amounts
to Clients against the above referenced billing statement, at the election of Wells
Fargo.






	 	2.	 	If Clients fail to maintain during any 12-month period Covered
Machines at least equal to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY
TREATMENT REQUEST] of the Covered Machines on the effective date of this
Agreement (the “Baseline”) or in the event of any automatic renewal or
extension hereof, the lesser of (i) the Baseline and (ii) [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] of the Covered
Machines as of the date of such extension or renewal (the “Required 
Percentage of Covered Machines”), Wells Fargo shall be entitled to
readjust the fees provided for hereunder so that its expected fees, yields
and returns are at least equal to those that would have been achieved had
the Required Percentage of Covered Machines been maintained.






	 	F.	 	Debit of Operating Accounts. Wells Fargo may debit the Operating
Accounts for amounts owing hereunder on an agreed-upon day of the month.






	VIII.	 	Insurance.






	 	A.	 	Required Insurance. During the initial and any renewal term of this
Agreement, Clients, at their sole cost and expense shall, at a minimum, maintain
insurance as follows:






	 	1.	 	Commercial Crime Policy including coverage for employee
theft/dishonesty/fidelity; Inside the Premises – the theft of money including
disappearance, destruction and robbery; Outside the Premises – the theft of
money, including disappearance, destruction and robbery; Computer Crime with
limits not less than $5,000,000 per loss. Wells Fargo will be included as
joint loss payable under the policy.
	 
	 	2.	 	Errors and Omissions with limits not less than $1,000,000 per
occurrence.




18









 






	 	3.	 	Commercial General Liability/Umbrella insurance providing
coverage for premises-operations liability, products-completed operations
liability, independent contractors liability, personal and advertising and
contractual liability with limits of at least $10,000,000.
	 
	 	4.	 	Statutory workers’ compensation and employers liability
insurance with limits no less than $1,000,000 each accident for bodily injury;
$1,000,000 each accident for disease per employee and $1,000,000 bodily injury
for disease in the aggregate.
	 
	 	5.	 	Comprehensive Automobile Liability Insurance/Umbrella in the
minimum amount of $10,000,000 combined single limits for bodily injury and
property damage covering owned and non-owned hired vehicles.






	 	B.	 	Additional Requirements. In addition, each Client agrees that:






	 	1.	 	Each Client’s insurance policies will include an endorsement
stating that “premises” are deemed to include all Covered Machines.
	 
	 	2.	 	Each Client shall furnish certificates of insurance to Wells
Fargo at the time of the signing of this Agreement and upon renewal thereafter.
Client will ensure that the insurance carrier and/or Client will provide 30
days advance written notice to Wells Fargo before termination, change or
cancellation takes effect of any coverage under such policies evident on
such certificate, regardless of whether cancelled by Clients or the
insurance company.
	 
	 	3.	 	The insurance required hereunder will be primary and
noncontributory to any insurance maintained by Wells Fargo.
	 
	 	4.	 	All of the insurance policies required hereunder will be
maintained with companies licensed to do business in the state where the
services will be performed and rated no less than “A-” as to policy holder’s
rating in the then current edition of Best’s Insurance Guide (or with an
association of companies each of the members of which are so rated).
	 
	 	5.	 	Clients will add Wells Fargo as an additional insured to
Client’s commercial general/umbrella liability and automobile/umbrella
policies.
	 
	 	6.	 	Except where prohibited by law, all insurance policies required
by this Agreement shall include a Waiver of Subrogation in favor of Wells
Fargo. Except where prohibited by law, all insurance policies required by this
Agreement shall include a Waiver of Subrogation in favor of Client and its
officers, directors and employees.






	 	C.	 	No Relief From Liability. The foregoing requirements as to the types
and limits of insurance coverage to be maintained by Clients and any approval or waiver
of




19









 






	 	 	 	said insurance by Wells Fargo are not intended to and shall not in any manner limit
or qualify the liabilities and obligations otherwise assumed by Clients pursuant to
this Agreement, including but not limited to the provisions concerning the
indemnification obligations of Clients.






	IX.	 	Default; Termination Trigger Events.






	 	A.	 	Termination Upon Default. Wells Fargo shall have the right to
terminate this Agreement upon written notice to Clients in the event of a Client Event
of Default. Clients shall have the right to terminate this Agreement upon written
notice to Wells Fargo in the event of a Wells Fargo Event of Default.
	 
	 	B.	 	Client Events of Default. “Client Event of Default” shall mean
the occurrence and continuance of any of the following events, acts, occurrences or
conditions described in Paragraphs 1 through 10 below, for whatever reason:






	 	1.	 	Any of the following occur: (i) Clients, or either of them,
shall commence a voluntary case concerning itself under Title 11 of the United
States Code entitled “Bankruptcy,” as amended from time to time, and
any successor statute or statutes (“Bankruptcy Code”); or (ii) an
involuntary case is commenced against Clients, or
either of them, under the Bankruptcy Code and the petition is not
controverted within 10 days, or is not dismissed within 90 days after
commencement of the case; or (iii) a custodian (as defined in the Bankruptcy
Code) is appointed for, or takes charge of, all or substantially all of the
property of Clients, or either of them, or Clients, or either of them,
commence any other proceedings under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to Clients, or either of them, or there is commenced against
Clients, or either of them, any such proceedings which remains undismissed
for a period of 90 days; or (iv) any order for relief or other order
approving any such case or proceeding is entered; or (v) Clients, or either
of them, are adjudicated insolvent or bankrupt; or (vi) Clients, or either
of them, suffer any appointment of any custodian or the like for it or any
substantial part of its property to continue undischarged or unstayed for a
period of 90 days; or (vii) Clients, or either of them, make a general
assignment for the benefit of creditors; or (viii) Clients, or either of
them, shall fail to pay, or shall state that it is unable to pay, or shall
be unable to pay, its debts generally as they become due; or (ix) Clients,
or either of them, shall call a meeting of its creditors generally with a
view of arranging a composition or adjustment of its debts; or (x) Clients,
or either of them, shall by any act or failure to act consent to, approve of
or acquiesce in any of the foregoing; or (xi) any corporate action is taken
by Clients, or either of them, for the purpose of effecting any of the
foregoing.




20









 






	 	2.	 	Any creditor or group of creditors of Clients, or either of
them, shall attempt for any reason to levy upon, seize under color of law,
attach or make a bona fide claim against any Cash.
	 
	 	3.	 	Clients, or either of them, shall take any action or make any
material representation that is inconsistent with Wells Fargo’s sole and
exclusive ownership, title and control of the Cash.
	 
	 	4.	 	Clients, or either of them, fail to make payment when due on
aggregate indebtedness in excess of $10,000,000.
	 
	 	5.	 	Either Client either (a) breaches any representation, warranty
or covenant in this Agreement (other than failure to make any payments or other
monetary obligations or as otherwise provided herein) and such failure
continues for a period of more than 30 days, or (b) fails to make payments for
Cash Settlement or meet any other undisputed monetary obligations under this
Agreement, and following notice to either Client from Wells Fargo (except with
respect to Section III.D. for which no cure period is applicable) the same
continues (i) not more than once in any 12-month period, for a period of two
Business Days if Clients notify Wells Fargo
that such failure is a result of a temporary failure that may not rise to
the level of a Force Majeure Event, but nonetheless prevents Clients from
making the required payment(s) and Clients have provided supporting
documentation for such system failure and (ii) at all other times, for a
period of more than one Business Day. Notwithstanding the foregoing, Wells
Fargo may terminate the Agreement if at the conclusion of the applicable
cure periods described above either Client fails to pay the Wells Fargo
determined estimated settlement amounts into the applicable Settlement
Account for the day(s) of such failure.
	 
	 	6.	 	Inability or failure by either Client to deliver the Daily
Reports or to satisfy any reporting, certification, notification or
documentation requirements under this Agreement, in each case where such
failure, following notice by Wells Fargo to either Client, continues (i) not
more than once in any 12-month period, for a period of two Business Days if
Clients notify Wells Fargo that such failure is a result of a temporary failure
that may not rise to the level of a Force Majeure Event, but nonetheless
prevents Clients from making the required Daily Reports and Clients have
provided supporting documentation for such system failure and (ii) at all other
times, for a period of one Business Day.
	 
	 	7.	 	Inability or failure of any Armored Carrier to deliver required
daily reports or other documentation requirements under the Armored Carrier
Agreements, and such failure continues for a period of one Business Day.




21









 






	 	8.	 	If any Armored Courier shall be unable, for any reason (except
as the result of a Force Majeure Event or due to the malfunction of a Covered
Machine), to obtain independent access to any Covered Machine pursuant to this
Agreement.
	 
	 	9.	 	A material adverse change in the financial condition or
operations of either Client or any of the Servicers (or their successors)
occurs, and in the case of a change in financial condition of a Servicer, such
change has a material adverse effect on Wells Fargo’s interests under this
Agreement.
	 
	 	10.	 	Either Client sells or otherwise transfers all or a substantial
portion of its Covered Machines and the Required Percentage of Covered Machines
is not met after giving effect to such sale or transfer.






	 	C.	 	Wells Fargo Event of Default. “Wells Fargo Event of Default”
shall mean the occurrence of any of the following events, acts, occurrences or
conditions described in Paragraphs 1 and 2 below, for whatever reason:






	 	1.	 	Any of the following occur: (i) the Office of the Comptroller
of the Currency (“OCC”), the Federal Deposit Insurance
Corporation (“FDIC”) or any successor regulatory agencies thereto
shall determine that Wells Fargo is insolvent; or (ii) the OCC or the FDIC
shall appoint a receiver, custodian or the like or initiate proceedings for
relief or other order for all or any substantial part of its property; or
(iii) Wells Fargo shall fail to pay, or shall state that it is unable to
pay, or shall be unable to pay, its debts generally as they become due; or
(iv) Wells Fargo shall call a meeting of its creditors generally with a view
of arranging a composition or adjustment of its debts; or (v) Wells Fargo
shall by any act or failure to act consent to, approve of or acquiesce in
any of the foregoing; or (vi) any corporate action is taken by Wells Fargo
for the purpose of effecting any of the foregoing.
	 
	 	2.	 	Wells Fargo breaches any representation, warranty or covenant
or fails to perform under this Agreement or any related agreements, and such
breach remains uncured 30 days after Clients provide notice to Wells Fargo
describing the alleged breach in reasonable detail. The Parties agree that
Wells Fargo shall be in breach of this Agreement without further right to cure
if it is unable to furnish sufficient Cash to comply with this Agreement at any
time and such failure continues for three or more consecutive Business Days
after notice from Clients, unless applicable regulations specifically prohibit
or because of Force Majeure Event.






	 	D.	 	Termination Trigger Events. “Termination Trigger Event” shall
mean the occurrence and continuance of any of the following events, acts, occurrences
or conditions described in Paragraphs 1 through 5 below, for whatever reason. This




22









 






	 	 	 	Agreement may be terminated without penalty upon the occurrence of any of the following
Termination Trigger Events:






	 	1.	 	180 days elapses after one Party gives the other Parties prior
written notice of its intent to terminate.
	 
	 	2.	 	Immediately upon a Party giving written notice to the other
Parties:






	 	a.	 	in the event that (i) any federal or state
regulatory authority takes any action, including, but not limited to,
the issuance of a ruling, formal or informal opinion, or interpretation
of any kind whatsoever that makes the continued performance of this
Agreement illegal or exposes Wells Fargo to civil penalties, (ii) any
law is adopted or regulation promulgated that makes the continued
performance of this Agreement illegal or exposes Wells Fargo to civil
penalties, or (iii) any law or regulation is interpreted by a court of
competent jurisdiction, any of which, in the opinion of Wells Fargo’s
legal counsel, would prohibit Wells Fargo from providing the Cash to
Clients as described in this Agreement, then in such event, Wells Fargo
shall have the right to cancel this
Agreement immediately by notifying Clients in writing of its intent
to do so;
	 
	 	b.	 	upon cancellation, reduction, or non-renewal of
insurance required to be carried by Clients, Armored Carrier, or any
Servicer pursuant to this Agreement, unless such insurance is replaced
by a similar or better carrier, unless such new carrier is otherwise
reasonably acceptable to Wells Fargo;
	 
	 	c.	 	upon termination of a Servicer Letter with
respect to the Covered Machines serviced by that Servicer under which
Cash would be dispensed, unless the outgoing Servicer is promptly
(i.e., within 30 days) replaced by a successor service provider or such
service is discontinued by a Client;
	 
	 	d.	 	subject to Force Majeure Event provisions
herein, if a Servicer shall fail to (i) make payments pursuant to the
applicable Servicer Letter when due on three or more consecutive
Business Days; (ii) satisfy any material regulatory reporting,
certification, notification, or documentation requirements;
(iii) observe or perform any material covenant outlined in its Servicer
Letter, or (iv) meet any agreed-upon performance and financial tests
unless replaced within 90 days by a Servicer reasonably acceptable to
Wells Fargo.




23









 












	 	3.	 	With respect to a Client (or either of them), an event or
series of events (a “Change of Control”) by which any “person” or
“group” (as such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, but excluding any employee benefit plan of such person or
its subsidiaries, and any person or entity acting in its capacity as trustee,
agent or other fiduciary or administrator of any such plan) becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, except that a person or group shall be deemed to have
“beneficial ownership” of all securities that such person or group has the
right to acquire (such right, an “option right”), whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the equity securities of such Party entitled to
vote for members of the board of directors or equivalent governing body of such
Party on a fully-diluted basis (and taking into account all such securities
that such person or group has the right to acquire pursuant to any option
right) and 90 days elapses without Wells Fargo consenting in writing to such
Change of Control or ratifying in writing that an Actual Termination Date has
not occurred and Clients shall have accepted in writing any changes in pricing
proposed by Wells Fargo as a result of such Change of Control.
	 
	 	4.	 	Subject to the Force Majeure Event provisions hereof,
immediately upon written notice by Clients in the event Wells Fargo at any time
does not have the availability of sufficient vault cash to furnish Clients with
sufficient Cash as specified by Clients or if Wells Fargo has exercised its
right to demand Needs Redelivery according to this Agreement before the Needs
Delivery Termination Date.
	 
	 	5.	 	In the event any agreements with a Servicer are terminated by a
Client due to a material default of a financial obligation under such
agreement.






	X.	 	Indemnification; Limitations on Liability.






	 	A.	 	Covered Machines. Subject to the risk of loss provisions set forth in
Section IV, Clients, jointly and severally, shall indemnify and hold Wells Fargo
harmless from, for, and against any loss of any of the Cash, and all adjustments,
chargebacks, representments, and other corrections to all Cash dispensing transactions
under the Servicing Agreements or otherwise, however caused, including, but not limited
to, any loss resulting from the operation of the Covered Machines, including any
malfunctions thereof, or losses resulting from actions of each Armored Carrier,
Servicer or Maintenance Provider while performing services on behalf of Clients.
Clients are responsible for any and all obligations related to the Cash in the Covered
Machines which are imposed upon Wells Fargo whether by a Cash Supplier, the Federal
Reserve Bank or Clients under applicable laws and regulations. Wells Fargo shall
promptly notify Clients of any regulations or changes of applicable laws which might
affect the terms of this




24









 






	 	 	 	Agreement or a Party’s obligations hereunder. Notwithstanding
the foregoing, but subject to the risk of loss provisions set forth in Section IV,
Clients shall have no indemnity liability hereunder for any claim or loss resulting to
the extent that such claim or loss results from the act or omission of Wells Fargo or
its employees, agents, or representatives.
	 
	 	B.	 	Actions of a Party and its Representatives. In addition to the
indemnification set forth in Paragraph X.A. above, each Party agrees to indemnify and
hold harmless the other Parties, their officers, directors, and employees from, for,
and against any and all losses, damages, claims, liabilities, penalties (including, but
not limited to, any penalties imposed by any governmental entity or agency), and
expenses (including, but not limited to, to the extent permitted by law, reasonable
attorneys’ fees) suffered or incurred by such other Party or Parties as a result of or
arising out of, or attributed, directly or indirectly, to the breach of any obligation
under this Agreement by the indemnifying party, its agents or representatives.
	 
	 	C.	 	Taxes. Clients, jointly and severally, agree to indemnify and hold
Wells Fargo harmless from, for and against any loss of the Cash or Receivables (as
defined in the Servicer Letters) caused by any loss from such Client’s failure to pay
taxes, including local and special assessments and governmental and other charges, as
well as all public and/or private utility charges, of any type or description, that
may from time to time be imposed, assessed and levied against the Covered Machines,
against transactions resulting in dispensed Cash, or against Clients or either of
them.
	 
	 	D.	 	No Consequential Damages. IN NO EVENT WILL ANY PARTY BE LIABLE UNDER
ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, SUFFERED
BY ANOTHER PARTY OR ITS AFFILIATES, EMPLOYEES OR AGENTS, INCLUDING, WITHOUT LIMITATION,
LOST PROFITS, BUSINESS INTERRUPTIONS OR OTHER ECONOMIC LOSS ARISING OUT OF THE
PERFORMANCE OR NON-PERFORMANCE HEREUNDER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY. For avoidance of doubt, the Parties agree that the foregoing
limitation does not apply to limit a Party’s obligation to indemnify or defend the
other Party as provided in this Agreement.
	 
	 	E.	 	Acknowledgement. EACH OF THE PARTIES UNDERSTANDS THE LEGAL AND
ECONOMIC RAMIFICATIONS OF THIS SECTION, AND ACKNOWLEDGES THAT THE PROVISIONS OF THIS
SECTION WERE NEGOTIATED BETWEEN PARTIES AND THAT SUCH PROVISIONS WERE CONSIDERED BY
EACH PARTY IN DETERMINING THE SPECIFIC RISKS THAT IT ASSUMED IN AGREEING TO ITS
OBLIGATIONS SET




25









 






	 	 	 	FORTH IN THE AGREEMENT, AND THE AMOUNTS OF THE PAYMENTS TO BE MADE
UNDER THE AGREEMENT.
	 
	 	F.	 	Acts or Omissions. It is the understanding and agreement of the
Parties to this Agreement that (i) Wells Fargo shall not be liable for any acts or
omissions on the part of either Client or any third party whether with respect to any
transactions generated through Covered Machines or otherwise, and (ii) Clients shall
not be liable for any acts or omissions on the part of Wells Fargo or any third party
whether with respect to any transactions under this Agreement or otherwise.
	 
	 	G.	 	Force Majeure. No Party shall be deemed to be in default of any
provision herein or to be liable to another Party for any delay, failure of
performance, or interruption of service arising due to acts or events beyond such
Party’s control including by way of illustration, but not limitation, acts of God,
civil and military authority, terrorism, civil disturbance, war, fires, delay of
Armored Carrier suppliers, interruptions in telecommunications or networking
facilities, or those of its subcontractors for like causes (each a “Force Majeure
Event”). The Parties agree that the provisions of this paragraph do not relieve
them of their respective risks of loss with respect to Cash as set forth in Section IV
of this Agreement.






	XI.	 	Term; Survival; Early Termination Fee.






	 	A.	 	General. The initial term of this Agreement shall be two years from
the date first written above and shall be renewed for additional one-year periods
unless a Party gives at least 180 days prior written notice of its intent not to renew,
provided, however, that each such renewal shall be subject to a written agreement about
pricing and such other terms and conditions to be mutually agreed upon among the
Parties (the “Stated Termination Date”), unless earlier terminated by a Party
as provided in this Agreement (the “Actual Termination Date”).
	 
	 	B.	 	Redelivery. Upon redelivery as provided in this Agreement, each Client
shall be responsible and liable for: (i) collecting and delivering to Wells Fargo all
payments due from Servicers for Dispensed Cash; and (ii) using its best commercially
reasonable efforts to ensure that Armored Carrier effects redelivery of the Cash in
accordance with the terms of this Agreement. In the event a Client terminates the
Agreement as provided herein, Wells Fargo shall use its best commercially reasonable
efforts to effect redelivery and shall not delay or otherwise obstruct the efforts of
Clients to transition currency and coin services to another provider.
	 
	 	C.	 	Survival. Notwithstanding the termination of this Agreement as
provided herein, the obligations of the Parties hereto under (i) Sections and
Paragraphs II.D, II.E, II.F., III. (until Final Settlement), IV., V.A., V.B., V.D.,
VI.B., VI.D., VI.E., IX., XI. and XIV shall survive and continue in full force and
effect until such time as all Cash then outstanding has been returned to Wells Fargo
(or reimbursed to Clients for any corrective payments of shortfall or overpayment by
Clients), all




26









 






	 	 	 	payments due from Servicers for Dispensed Cash then outstanding have been
paid to Wells Fargo, and all fees owing pursuant to the terms of this Agreement have
been paid and (ii) Section X shall survive and continue in full force and effect until
the expiration of the applicable period of limitations.
	 
	 	D.	 	Failure to Furnish Cash. If a Client terminates this Agreement because
Wells Fargo is unable to furnish sufficient Cash to comply with this Agreement, the
Cash shall either be redelivered within the timeframe and in the manner mutually
agreed-to between the Clients and Wells Fargo or transferred via Fedwire to Wells Fargo
in an amount equal to the then outstanding Cash within such timeframe. Wells Fargo
shall be liable for any actual costs incurred by Clients in connection with such
redelivery. Subject to Section IV. (Risk of Loss) and Paragraph VII.E. (Service Level
Adjustments), Wells Fargo shall not otherwise be liable for any damages incurred by
Clients on account of redelivery instituted by Clients due to Wells Fargo’s inability
to furnish the Cash, nor shall Wells Fargo be liable for any damages resulting from the
inability of cardholders to use the Covered Machines because they then contain no
currency.
	 
	 	E.	 	Certain Costs. Neither Client shall be liable for the cost of
redelivery in the event of a Needs Redelivery or as a result of a Wells Fargo Event of
Default.
	 
	 	F.	 	Early Termination Fee. In the event this Agreement is, for any reason
other than a Wells Fargo Default or because of Wells Fargo’s election to terminate the
Agreement before the Stated Termination Date when no Client Event of Default exists,
terminated prior to the Stated Termination Date, Clients shall pay to Wells Fargo a
termination fee of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] per
month, commencing [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]
during the initial term of this Agreement, but in no event shall such fee be less than
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST].
	 
	 	G.	 	Purchase Option. From and after November 1, 2007, Wells Fargo hereby
grants Clients an option to purchase the Cash under the following circumstances and
subject to the following conditions: (i) this Agreement is terminated for any reason,
(ii) the purchase is evidenced by a Currency Bill of Sale in form and substance
mutually satisfactory to Clients and Wells Fargo and (iii) the purchase is exercised
and purchase price paid immediately at termination.




27









 












	XII.	 	Representations Warranties and Covenants.






	 	A.	 	Representations and Warranties of Clients. Each Client represents and
warrants to, and covenants with Wells Fargo as follows (such representations and
warranties being deemed to be made and renewed on each day during the term of this
Agreement):






	 	1.	 	Organization: Each Client (i) is a duly organized and
validly existing corporation or partnership in good standing under the laws of
the State of Delaware, (ii) has the corporate or partnership power and
authority to own its property and assets and to transact the business in which
it is engaged or presently proposes to engage and (iii) has duly qualified and
is authorized to do business and is in good standing in every jurisdiction in
which it owns or leases real property or in which the nature of its business
requires it to be so qualified, except to the extent that any failure to be so
qualified, authorized or in good standing does not have a reasonable likelihood
of materially affecting the operations, properties, or business of such Client.
	 
	 	2.	 	Authorization: Each Client has the corporate or
partnership power and authority to execute, deliver and carry out the terms and
provisions of this Agreement and has taken all necessary action to authorize
the execution, delivery and performance by it of this Agreement. Each Client
has duly executed and delivered this Agreement, and this Agreement constitutes
its legal, valid and binding obligation, enforceable in accordance with its
terms except as such enforceability may be affected by (i) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter
in effect relating to or affecting creditors’ rights generally and (ii) by
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).
	 
	 	3.	 	No Conflicts: Neither the execution, delivery or
performance by either Client of this Agreement, nor compliance by it with the
terms and provisions hereof, (i) will contravene any applicable provision of
any material law, statute, rule, regulation, order, writ, injunction or decree
of any court or governmental instrumentality, or (ii) will conflict or be
inconsistent with or result in any material breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or
result in the creation or imposition of (or the obligation to create or impose)
any lien (except pursuant to this Agreement) upon any of the property or assets
of such Client pursuant to the terms of any indenture, mortgage, deed of trust,
agreement or other instrument to which such Client is a party or by which it or
any of its property or assets is bound or to which it may be subject.




28









 






	 	4.	 	No Actions: Each Client represents and warrants that
there are no actions, suits or proceedings pending, to the best of its
knowledge, or threatened with respect to this Agreement or the transactions
contemplated hereby or that adversely affect the ability or capacity of
Clients, any Servicer or any Maintenance Provider to perform as agreed-upon
hereunder in its Servicer Letter or Maintenance Provider Letter.
	 
	 	5.	 	Servicer Contracts: Each Client represents and
warrants that following notice of any such regulatory requirements from Wells
Fargo, such Client shall notify Wells Fargo if such Client becomes aware that a
Servicer has failed to conform to any regulatory requirement imposed upon Wells
Fargo with respect to the Cash, the Covered Machines, and any related record
keeping or reporting requirements imposed on Wells Fargo, including, without
limiting the generality of the foregoing, the provisions of the regulations of
the Office of the Comptroller of the Currency, if any, regarding minimum
security devices and procedures and the provisions of the Bank Protection Act
of 1968, as amended, 12 USC § 1881 et seq., as such provisions relate to
automated teller or cash dispensing machines in off-premises locations.
	 
	 	6.	 	Access to Covered Machines: No employee of a Client or
any retail establishment where a Covered Machine is located has access to the
Cash stored in any Covered Machine, except through a cash dispensing
transaction.
	 
	 	7.	 	No Liens: To the best knowledge of each Client, each
Client represents and warrants that the ownership interest of Wells Fargo in
the Cash is and at all times will be free and clear of any and all liens,
rights or claims of all other persons. Each Client shall defend the Cash
against all claims and demands of a Servicer claiming the same or any interest
therein adverse to Wells Fargo. To the knowledge of each Client, no financing
statement or other evidence of lien covering or purporting to cover any of the
Cash is on file in any public office.
	 
	 	8.	 	No Defaults: Neither Client is currently in default
under or with respect to any contractual obligation that would, either
individually or in the aggregate, reasonably be expected to have a material
adverse effect on such Client’s operation of the Machines or its performance
under this Agreement. To each Client’s best knowledge, no default under or
with respect to any contractual obligation would result from the consummation
of the transactions contemplated by this Agreement or any other document
related to this Agreement.
	 
	 	9.	 	Location of Covered Machines: All Covered Machines
owned, leased, operated or managed by either Client are and at all times will
be at the




29









 






	 	 	 	business establishments listed on Exhibit A, as modified from
time to time in accordance with this Agreement.






	 	B.	 	Representations and Warranties of Wells Fargo. Wells Fargo represents
and warrants to, and covenants with, Clients as follows:






	 	1.	 	Organization: Wells Fargo (i) is a duly organized and
validly existing national bank in good standing under the laws of the United
States of America, (ii) has the corporate power and authority to own its
property and assets and to transact the business in which it is engaged or
presently proposes to engage and (iii) has duly qualified and is authorized to
do business as a bank in every jurisdiction in which it owns or leases real
property or in which the nature of its business requires it to be so qualified,
except to the extent that any failure to be so qualified, authorized or in good
standing does not have a reasonable likelihood of materially affecting the
operations, properties, or business of Wells Fargo.
	 
	 	2.	 	Authorization: Wells Fargo has the corporate power and
authority to execute, deliver and carry out the terms and provisions of this
Agreement and has taken all necessary action to authorize the execution,
delivery and performance by it of this Agreement. Wells Fargo has duly
executed and
delivered this Agreement, and this Agreement constitutes its legal, valid
and binding obligation, enforceable in accordance with its terms except that
such enforceability may be subject to (i) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting creditors’ rights generally and (ii) by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).
	 
	 	3.	 	No Conflicts: Neither the execution, delivery or
performance by Wells Fargo of this Agreement, nor compliance by it with the
terms and provisions hereof, (i) will contravene any applicable provision of
any material law, statute, rule, regulation, order, writ, injunction or decree
of any court or governmental instrumentality or (ii) will conflict or be
inconsistent with or result in any material breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or
result in the creation or imposition of (or the obligation to create or impose)
any lien upon any of the property or assets of Wells Fargo pursuant to the
terms of any indenture, mortgage, deed of trust, agreement or other instrument
to which Wells Fargo is a party or by which it or any of its property or assets
is bound or to which it may be subject.
	 
	 	4.	 	No Actions: There are no actions, suits or proceedings
pending or, to its knowledge, threatened with respect to this Agreement or the
transactions contemplated hereby.




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	 	5.	 	No Defaults: Wells Fargo is not currently in default
under or with respect to any contractual obligation that could, either
individually or in the aggregate, reasonably be expected to have a material
adverse effect on Wells Fargo’s ability to perform under this Agreement. To
Wells Fargo’s best knowledge, no default under or with respect to any
contractual obligation would result from the consummation of the transactions
contemplated by this Agreement or any other document related to this Agreement.






	 	C.	 	Covenants of Clients. Each Client covenants and agrees with Wells
Fargo that from and after the date of this Agreement:






	 	1.	 	Further Assurances: Upon the request of Wells Fargo,
and at the expense of Wells Fargo (unless such cooperation is related to a
breach by a Client), each Client will cooperate with Wells Fargo to the extent
Wells Fargo may reasonably deem necessary in protecting its ownership interest
in the Cash and in the payments from Servicers for Dispensed Cash, and in
complying with applicable laws and regulations.
	 
	 	2.	 	Change of Name or Entity Structure: Each Client shall
notify Wells Fargo within 30 days of changing its name, jurisdiction of
incorporation, or entity structure or moving its principal executive office
outside of Texas.
	 
	 	3.	 	Right of Inspection: If a discrepancy arises in
connection with the Cash settlement, each Client will provide Wells Fargo with
access, during normal business hours and upon reasonable prior notice to such
Client to all books, correspondence and records of such Client directly
relating to the discrepancy. Wells Fargo and its representatives may examine
the same, take extracts therefrom and make photocopies thereof, at the cost and
expense of Clients. Each Client agrees to render to Wells Fargo, without cost
or expense, such clerical and other assistance as may be reasonably requested
with regard thereto.
	 
	 	4.	 	Compliance with Laws Affecting Cash: Each Client will
comply in all material respects with all requirements of law applicable to the
Cash or any part thereof; provided however, that either Client may contest any
requirement of law in any reasonable manner which shall not adversely affect
Wells Fargo’s rights in the Cash.
	 
	 	5.	 	Electronic Reports; Access: Each Client will provide
any data deliverable in connection with this Agreement to Wells Fargo in the
agreed-to format and will provide access as required in Section III.B.4.
hereof.
	 
	 	6.	 	Negative Pledge: Neither Client will create, incur or
permit to exist, will defend the Cash against, and will take such other action
as is necessary to remove, any lien or claim on or to the Cash against the
claims and




31









 






	 	 	 	demands of a Servicer or an Armored Carrier (except arising through
or on account of Wells Fargo).
	 
	 	7.	 	Notice: Upon becoming aware thereof, each Client will
advise Wells Fargo promptly, in reasonable detail, in accordance with the
provisions hereof, (i) of any breach under this Agreement, (ii) of any lien on,
or claim asserted against, any of the Cash, and (iii) of the occurrence of any
other event which could reasonably be expected to have a material adverse
effect on the aggregate value of the Cash or on the liens created hereunder.
	 
	 	8.	 	Compliance with Rules and Regulations: Each Client
will abide by and operate in accordance with all applicable network rules and
regulations and all applicable banking laws and regulations following notice by
Wells Fargo of such rules or regulations. Each Client will comply with the
applicable regulations of any network processor and all state and federal
regulations, including Regulation E.
	 
	 	9.	 	Notice to Wells Fargo: Each Client shall deliver to
Wells Fargo, within three Business Days of receipt, a copy of all notices or
correspondence it
receives from any third-party relating to the operation of the Covered
Machines or the provisioning of Cash for the Covered Machines, that may
affect another Party’s performance of its obligations under this Agreement.
Each Client shall promptly inform Wells Fargo of the location of all Covered
Machines and will advise in advance of any proposed relocation, in each case
in accordance with the terms of this Agreement.
	 
	 	10.	 	Financial Statements: To the extent that Cardtronics
is no longer a public reporting company under the securities laws of the United
States, Cardtronics will, from time to time, deliver to Wells Fargo copies of
its quarterly and annual financial statements and reports as reasonably
requested by Wells Fargo, together with any financial information supporting
such financial statements and reports. Quarterly financial statements will be
due within 45 days of the end of each quarter and annual financial statements
within 90 days of the end of each fiscal year.






	 	11.	 	Maintenance of Records. Each Client agrees to maintain
sufficient records to permit an audit by Wells Fargo as is necessary for the
settlement of all Cash transactions; provided, however, that neither Client nor
their agents shall be required to maintain records beyond six-months unless a
dispute exists or other circumstances reasonably warrant a longer period of
time. Each Client shall maintain its records as mutually agreed by the Parties
in order to permit Wells Fargo additional information to confirm the contents
of the Daily Reports and to confirm information on a transaction-by-transaction
basis.




32









 






	 	12.	 	Estoppels. No later than 30 days after the effective
date of this Agreement, Clients agree to provide Wells Fargo with a written
estoppel reasonably satisfactory to Wells Fargo from Diebold and 7-Eleven.
	 
	 	13.	 	LP. Unless merged into Cardtronics in a transaction in
which Cardtronics is the surviving entity, Cardtronics will retain LP as a
wholly-owned subsidiary during the term of this Agreement.






	 	D.	 	Covenants of Wells Fargo. Wells Fargo covenants and agrees with
Clients that from and after the date of this Agreement:






	 	1.	 	Compliance with Laws Affecting Cash: Wells Fargo will
comply in all material respects with all requirements of law applicable to the
Cash or any part thereof; provided however, that Wells Fargo may contest any
requirement of law in any reasonable manner.
	 
	 	2.	 	Notice: Upon becoming aware thereof, Wells Fargo will
advise Clients promptly, in reasonable detail, in accordance with the
provisions hereof, (i) of any breach under this Agreement, (ii) of any lien on,
or claim asserted against, any of the Cash, and (iii) of the occurrence of any
other
event which could reasonably be expected to have a material adverse effect
on the aggregate value of the Cash or its agreements hereunder.
	 
	 	3.	 	Compliance with Rules and Regulations: Wells Fargo
will abide by and operate in accordance with all applicable network rules and
regulations and all applicable banking laws and regulations. Wells Fargo will
comply with the applicable regulations of any network processor and all state
and federal regulations, including Regulation E.
	 
	 	4.	 	Needs Redelivery Termination Date. Wells Fargo will
take commercially reasonable steps to eliminate the Needs Redelivery
requirements of this Agreement within 47 days after satisfaction of the
conditions precedent set forth in Section XIII hereof by August 31, 2007, and
shall promptly notify Clients in writing of the date when the Needs Redelivery
requirement has been eliminated (the “Needs Redelivery Termination
Date”). Notwithstanding anything to the contrary in this Agreement, unless
the Parties otherwise agree in writing, in the event Wells Fargo is unable to
effect a Needs Redelivery Termination Date within 77 days after satisfaction of
the conditions precedent set forth in Section XIII hereof and Cardtronics
elects, in writing within 120 days thereafter, to terminate this Agreement
because of such inability, Cardtronics shall not be required to pay any
termination fee as a result of such termination because of Wells Fargo’s
inability to effect a Needs Redelivery Termination Date.






	XIII.	 	Conditions Precedent. This Agreement shall be effective on the date the following
conditions precedent are satisfied:





33









 











	 	1.	 	The 7-Eleven Machine Acquisition is consummated on or before
July 2 , 2007;
	 
	 	2.	 	No Client Event of Default shall then be existing;
	 
	 	3.	 	All Agreement requirements have been satisfied;
	 
	 	4.	 	Payment of Wells Fargo’s costs and expenses incurred in the
preparation of this Agreement, its due diligence and implementation of this
Agreement;
	 
	 	5.	 	Satisfactory review of the material contracts being assumed
from 7-Eleven to the extent not already in Wells Fargo possession;
	 
	 	6.	 	Satisfactory review of bonding and insurance requirements
specified herein (which review the Parties agree has been accomplished and the
insurances tendered in writing accepted by Wells Fargo);
	 
	 	7.	 	Satisfactory regulatory and compliance review; and
	 
	 	8.	 	Such other due diligence and investigation as Wells Fargo deems
necessary.






	XIV.	 	General Provisions.






	 	A.	 	Counterparts. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same agreement.
	 
	 	B.	 	Relationship of the Parties. Wells Fargo and Clients shall at all
times be deemed to be independent contractors. Except as expressly provided herein to
the contrary, neither Wells Fargo and Clients will have authority to enter into
contracts on each other’s behalf, to hire or fire employees of one another, nor in any
way to obligate each other to any third party.
	 
	 	C.	 	Entire Agreement; Modification. This Agreement, along with the
appendices, exhibits and addenda referenced herein, constitutes the entire agreement
between Wells Fargo and Clients relating to the subject matter herein and may not be
changed orally but only by a written instrument signed by both parties. There are no
restrictions, promises, warranties, covenants, or undertakings relating to the subject
matter of this Agreement, other than those expressly set forth or referred to herein.
This Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter.
	 
	 	D.	 	Assignment. No Party may assign this Agreement to any other person or
business entity without each other Party’s prior written consent; provided, however,
that any Party may assign this Agreement, in whole or in part, with written notice to




34









 






	 	 	 	the other Parties, to its parent company, a wholly-owned direct or indirect subsidiary
of the parent company, its affiliate, or subsidiary corporation, provided that such
assignment shall be contingent upon the assigning Party agreeing to continue to
guarantee any and all obligations owed hereunder by such assignee under this Agreement
and the Servicer Letters and shall document such continuing guaranty in a form
acceptable to the non-assigning Parties.
	 
	 	E.	 	Notices. All notices, requests and approvals required by this
Agreement shall: (a) be in writing; (b) be addressed to the parties as indicated below
unless notice is given in writing of a change in address; (c) be deemed to have been
given when received; and (d) unless otherwise provided in this Agreement, be sent by
certified first class mail, return receipt requested, postage prepaid, or other
receipted express delivery service, or telecopy with written acknowledgment of receipt:





	 	 	 
	If to Wells Fargo:

	 	WELLS FARGO BANK NATIONAL ASSOCIATION
	 

	 	2500 City West Blvd., Suite 1100
	 

	 	Houston, Texas 77042
	 

	 	Attn: Jeffrey O. Rose
	 

	 	Fax: (713) 273-8530
	 
	 	 
	If to Clients:

	 	CARDTRONICS, INC.
	 

	 	3110 Hayes Road, Suite 300
	 

	 	Houston, Texas 77082
	 

	 	Attn: Michael H. Clinard
	 

	 	Fax: (281) 892-0151







	 	 	 	No separate notice to LP shall be required hereunder or in connection herewith.
	 
	 	F.	 	Governing Law and Venue. This Agreement shall be governed by and
interpreted under the laws of the State of Texas (“Governing Law”), without
regard to conflicts of laws principles. Subject to the arbitration provisions in
Paragraph XIV.H. below, the Parties hereby irrevocably submit to the jurisdiction of
any state or federal court in Harris County, Texas with respect to any action or
proceeding arising out of or relating to this Agreement. Subject to the arbitration
provisions in Paragraph XIV.H. below, the Parties hereby consent to and grant to any
such court jurisdiction over the persons of such Parties and over the subject matter of
any such dispute and agree that delivery or mailing of any process or other papers in
the manner provided herein, or in such other manner as may be permitted by law, shall
be valid and sufficient service thereof.
	 
	 	G.	 	Section Headings. The section headings in the Agreement are for
purposes of reference only and shall not limit or affect any of the terms herein.






35











 






	 	H.	 	Arbitration.






	 	1.	 	Arbitral Process: Upon the demand of either Party, any
“Dispute” shall be resolved by binding arbitration (except as set forth below
in “Judicial Review of Awards”) in accordance with the terms of this Agreement.
A “Dispute” shall mean any action, dispute, claim, or controversy of
any kind, whether in contract or tort, statutory or common law, legal or
equitable, now existing or hereafter arising under or in connection with, or in
any way pertaining to, the subject matter of this Agreement, or any past,
present, or future activities, transactions, or obligations of any kind related
directly or indirectly to the subject matter of this Agreement, including,
without limitation, any of the foregoing arising in connection with the
exercise of any self-help or any ancillary or other remedies or actions taken
relating to the subject matter of this Agreement. Any Party may by summary
proceedings bring an action in court to compel arbitration of a Dispute. Any
Party who fails or refuses to submit to arbitration following a lawful demand
by any other Party shall bear all costs and expenses incurred by such other
Party in compelling arbitration of any Dispute.
	 
	 	2.	 	Rules Governing Arbitration: Arbitration proceedings
shall be administered by the American Arbitration Association (“AAA”)
or such other administrator as the parties shall mutually agree upon in
accordance with the AAA Commercial Arbitration Rules. All Disputes submitted
to arbitration shall be resolved in accordance with the Federal Arbitration Act
(Title 9 of the United States Code), notwithstanding any conflicting choice of
law provision in this Agreement. The arbitration shall be conducted at a
location in Texas selected by the AAA or other administrator. If there is any
inconsistency between the terms hereof and any such rules, the terms and
procedures set forth herein shall control. All statutes of limitation
applicable to any Dispute shall apply to any arbitration proceeding. All
discovery activities shall be expressly limited to matters directly relevant to
the Dispute being arbitrated. Judgment upon any award rendered in an
arbitration may be entered in any court having jurisdiction; provided, however,
that nothing contained herein shall be deemed to be a waiver by either Party
which is a bank of the protections afforded to it under 12 USC § 91 or any
similar applicable state law.
	 
	 	3.	 	Arbitration; Provisional Remedies: Except as otherwise
provided in this Agreement, no provision hereof shall limit the right of either
Party to exercise self-help remedies such as setoff, or to obtain provisional
or ancillary remedies, including, without limitation, injunctive relief,
sequestration, attachment, garnishment, or the appointment of a receiver, from
a court of competent jurisdiction before, after, or during the pendency of any
arbitration or other proceeding. The exercise of any such




36









 






	 	 	 	remedy shall not
waive the right of either Party to compel arbitration hereunder.
	 
	 	4.	 	Arbitrator Qualifications and Awards; Powers: All
Arbitrators shall be selected in accordance with the AAA Commercial Arbitration
Rules. Arbitrators must (a) be active members of the State Bar of Texas with
expertise in the substantive laws applicable to the subject matter of the
Dispute, (b) not be affiliated with either of the Parties and (c) have at least
five years experience in arbitrating sophisticated commercial contract
disputes. Arbitrators are empowered to resolve Disputes by summary rulings in
response to motions filed prior to the final arbitration hearing. Arbitrators
(i) shall resolve all Disputes in accordance with the Governing Law, (ii) may
grant any remedy or relief that a federal or state court of Texas could order
or grant within the scope hereof and such ancillary relief as is necessary to
make effective any award, and (iii) shall have the power to award recovery of
all costs and fees, to impose sanctions and to take such other actions as they
deem necessary to the same extent a judge could pursuant to the Federal Rules
of Civil Procedure, the Rules of Civil Procedure of the State of Texas, or
other applicable law. Disputes less than $5,000,000 shall be decided by a
single arbitrator mutually agreed by
the Parties. If the Parties cannot mutually agree on a single arbitrator
within five Business Days of initiation of arbitration, then the AAA shall
select an arbitrator on behalf of the Parties. Disputes of $5,000,000 or
more shall be decided by majority vote of a panel of three arbitrators;
provided, however, that all three arbitrators must actively participate in
all hearings and deliberations. The panel of arbitrators will be comprised
of three arbitrators, with one arbitrator selected by each of Wells Fargo
and Client and the third arbitrator selected by the two arbitrators chosen
by the Parties. If an arbitrator is unable to serve, his or her replacement
will be selected in the same manner as the arbitrator to be replaced.
	 
	 	5.	 	Judicial Review of Awards: Notwithstanding anything
herein to the contrary, in any arbitration in which the amount in controversy
exceeds $25,000,000, the arbitrators shall be required to make specific,
written findings of fact and conclusions of law. In such arbitrations (i) the
arbitrators shall not have the power to make any award which is not supported
by substantial evidence or which is based on legal error, (ii) an award shall
not be binding upon the parties unless the findings of fact are supported by
substantial evidence and the conclusions of law are not erroneous under the
Governing Law, and (iii) the parties shall have, in addition to the grounds
referred to in the Federal Arbitration Act for vacating, modifying or
correcting an award, the right to judicial review of (a) whether the findings
of fact rendered by the arbitrators are supported by substantial evidence, and
(b) whether the conclusions of law are erroneous under the Governing Law.
Judgment confirming an award in such a proceeding may be entered only if a
court determines the award is




37









 






	 	 	 	supported by substantial evidence and not based
on legal error under the Governing Law.
	 
	 	6.	 	Arbitration; Other Matters: To the maximum extent
practicable, the AAA, the arbitrators and the parties shall take all action
required to conclude any arbitration proceeding within 180 days of the filing
of the Dispute with the AAA. No arbitrator or other party to an arbitration
proceeding may disclose the existence, content or results thereof, except for
disclosures of information by a party required in the ordinary course of its
business, by applicable law or regulation, or to the extent necessary to
exercise any judicial review rights set forth herein. If more than one
agreement for arbitration by or between the parties potentially applies to a
Dispute, the arbitration provision most directly related to the subject matter
of the Dispute shall control. This arbitration provision shall survive the
termination of this Agreement.






	 	I.	 	Attorneys’ Fees. In the event either Party to this Agreement shall be
required to initiate legal or arbitration proceedings (a) to interpret or enforce
performance of any term or condition of this Agreement, (b) to enjoin any action
prohibited hereunder, or (c) to gain any other form of relief whatsoever, the
prevailing Party
shall be entitled to recover, to the extent permitted by law, in addition to any
other damages or compensation received, reasonable attorneys’ fees and court costs
incurred by it on account thereof notwithstanding the nature of the claim or cause
of action asserted by the prevailing Party. “Attorneys’ fees” includes the
reasonable expense to any corporation of the service of its in-house counsel.
	 
	 	J.	 	Waiver. If a Party waives any of its rights on any one or more
occasions it will not be deemed to be a waiver of that Party’s rights on any other
occasion. No delay on the part of any Party hereto in exercising any right, power, or
privilege hereunder shall operate as a waiver thereof, and no single or partial
exercise of any right, power, or privilege hereunder shall preclude other or further
exercise thereof, or be deemed to establish a custom or course of dealing or
performance between the parties hereto, or preclude the exercise of any other right,
power, or privilege.
	 
	 	K.	 	No Third Party Beneficiaries. Nothing in this Agreement is intended or
shall be construed to give any person, other than the parties to or parties indemnified
under this Agreement, any legal or equitable right, remedy or claim under or in respect
of this Agreement or any provision contained in this Agreement.
	 
	 	L.	 	Remedies Cumulative. The rights and remedies herein expressly provided
are cumulative and may be exercised singly or concurrently and as often and in such
order as the Party entitled to such right or remedy deems expedient and are not
exclusive of any rights or remedies which such Party would otherwise have whether by
agreement or now or hereafter existing under applicable law.




38









 






	 	M.	 	Severability. In case any provision in or obligation under this
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be affected or
impaired thereby.
	 
	 	N.	 	Examinations and Audits.






	 	1.	 	Of Armored Carrier: Each Client shall take all steps
reasonably necessary to ensure to the satisfaction of Wells Fargo that each
Armored Carrier shall allow Wells Fargo, each Client, their respective
designees, and any regulatory or supervisory body to which Wells Fargo or its
affiliates is subject (“Auditors”), access to its facilities that
maintain inventories of the Cash, subject to the terms and conditions of this
Paragraph. Such access shall be for the purpose of allowing the Auditors to
perform a physical audit of the Cash, and shall be permitted on regular
Business Days during the Armored Carrier’s regular business hours at any time
without prior notice, but subject to the Armored Carrier’s regular security
policies. The Auditors must present proper credentials to the manager of the
Armored Carrier’s facilities prior to gaining admission. The Party on whose
behalf
the audit is to be conducted (which, in the case of an audit by any
regulatory or supervisory body, shall be the party subject to the regulation
or supervision of such body) shall indemnify and hold harmless the other
party and the Armored Carrier from any liability, loss, damage, cost, or
expense, including reasonable attorney’s fees, arising out of any bodily
injury, death, or damage to property sustained by an Auditor as a result of
being on the Armored Carrier’s premises or entering or leaving therefrom, to
the extent that such bodily injury, death, or damage to property does not
arise from the negligence or willful misconduct of the Armored Carrier or
any of its officers, agents, or employees. In addition, each Client
(provided the audit is to be conducted by or on behalf of Wells Fargo) and
Armored Carrier shall furnish to the Auditors their respective records
relating to the Cash and the performance of Customer’s obligations under
this Agreement. Customer (provided the audit is to be conducted by or on
behalf of Wells Fargo) and Armored Carrier shall have the right to have an
employee or agent present at all times during any examination or audit of
their respective records. Armored Carrier shall have the right to have an
employee present at all times during any audit conducted pursuant to this
section.
	 
	 	2.	 	Of Wells Fargo: Wells Fargo shall allow each Client or
its designees (“Client’s Auditors”), reasonable access to Wells Fargo’s
records relating to the Cash and the performance of its obligations under this
Agreement for the purpose of allowing the Client’s Auditors to perform a review
of the services provided by Wells Fargo under this Agreement. Such access
shall be permitted on regular Business Days during Wells Fargo’s regular




39









 






	 	 	 	business hours at times mutually agreed upon by Wells Fargo and the Client’s
Auditor. If Wells Fargo elects to give Client’s Auditors access to its records
on Wells Fargo’s premises, the Client’s Auditors may be required to present
proper credentials to the manager of such premises prior to gaining admission.
Each Client shall indemnify and hold harmless Wells Fargo from any liability,
loss, damage, cost, or expense, including reasonable attorney’s fees, arising
out of any bodily injury, death, or damage to property sustained by a Client’s
Auditor as a result of gaining access to Wells Fargo’s premises or entering or
leaving therefrom, to the extent that such bodily injury, death, or damage to
property does not arise from the negligence or willful misconduct of Wells
Fargo or any of its officers, agents, or employees. Wells Fargo shall have the
right to have an employee or agent present at all times during any examination
or audit of its records.
	 
	 	3.	 	Of Amounts in Covered Machines: Each calendar month,
each Client shall certify in writing to Wells Fargo, the total amount of Cash
that is in all Covered Machines as of a given date selected by Wells Fargo
during the preceding calendar month.






	 	O.	 	Effectiveness. This Agreement shall become effective on the date on
which all conditions precedent contained Section XIII. have been satisfied or waived by
Wells Fargo and Wells Fargo has received a copy of this Agreement that has been
executed by Wells Fargo and Clients.
	 
	 	P.	 	No Third-Party Covered Machines. No Covered Machine is or will be
owned by a person other than Client.
	 
	 	Q.	 	Wells Fargo’s Records Presumed Correct. Except as otherwise expressly
set forth in this Agreement, if at any time during the term of this Agreement there is
a discrepancy between the records of Wells Fargo and the records of Clients or any
third party, the records of Wells Fargo shall be rebuttably presumed to be correct.
	 
	 	R.	 	Construction. The Parties acknowledge that this Agreement was jointly
drafted and the provisions herein shall not be construed against any Party.
	 
	 	S.	 	Joint and Several Liability. The Clients are jointly and severably
liable and each Client unconditionally and irrevocably guarantees the other Client’s
obligations, duties, and covenants hereunder.
	 
	 	T.	 	Wholesaling Prohibited. The services provided under this Agreement to
Clients are intended for the direct benefit of Clients and no other person. If at any
time Wells Fargo, in its sole determination, concludes that Cash supplied to a Covered
Machine is in furtherance of a transaction in which the services provided by Wells
Fargo to Clients under this Agreement are being directly or indirectly resold to a




40









 






	 	 	 	third party, Wells Fargo may immediately terminate its obligations under this Agreement
with respect to such Covered Machine.
	 
	 	U.	 	Patriot Act Notice; OFAC and Bank Secrecy Act. Wells Fargo hereby
notifies Clients that pursuant to the requirements of the Patriot Act, it is required
to obtain, verify and record information that identifies each Client, which information
includes the name and address of such Client in accordance with the Patriot Act. Each
Client will provide such information and take such actions as are reasonably requested
by Wells Fargo in order to assist Wells Fargo in maintaining compliance with the
Patriot Act. “Patriot Act” means the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
Pub. L. 107-56, signed into law October 26, 2001. In addition, each Client shall
(a) ensure that no person, firm or entity who owns a controlling interest in or
otherwise controls such Client or any subsidiary of such Client is or shall be listed
on the Specially Designated National and Blocked Persons List or similar lists
maintained by the Office of Foreign Assets Control (“OFAC”), the Department of
Treasury or included in any Executive Orders, (b) not use or permit to use any funds to
violate any of the foreign asset control regulations of OFAC or any enabling statute or
Executive Order relating thereto, the Bank Secrecy Act, the Money Laundering Act of
1986, or any other law or legal requirement relating to money laundering,
all as amended from time to time, and (c) comply, and cause its subsidiaries to
comply, with all such laws and other legal requirements.





[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its
behalf by its duly authorized officers, as of the date and year written above.



	 	 	 	 	 	 	 	 	 	 	 
	CARDTRONICS, INC.	 	 	 	WELLS FARGO BANK , NATIONAL ASSOCIATION,
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Jack M. Antonini	 	 	 	By:	 	/s/ Jeffrey O. Rose
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Jack M. Antonini
	 	 	 	 	 	Jeffrey O. Rose
	 

	 	Title:
	 	President & CEO
	 	 	 	 	 	Senior Vice President
	 
	 	 	 	 	 	 	 	 	 	 
	CARDTRONICS, LP	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	CARDTRONICS, GP, INC.,

its general partner	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Jack M. Antonini
 

Jack M. Antonini
	 	 	 	 	 	 
	 

	 	Title:
	 	President & CEO	 	 	 	 	 	 







42









 








EXHIBIT A




Covered Machines



[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]




 









 








EXHIBIT A-1




Covered Vcoms



[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]




 









 








EXHIBIT A-2




Covered ATMs



[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]




 









 








EXHIBIT B




Servicer Settlement Accounts




	 	 	 
	Servicer Names	 	Settlement Account Number
	*

	 	*
	 
	 	 
	*

	 	*








 




			
	*	 	Identified separate writing between Wells Fargo and Clients.




 









 










EXHIBIT C

Servicer Letter

(Processor)




July __, 20__




	 	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	Attention:
	 	 	 	 
	 

	 	 

	 	 






Ladies and Gentlemen:




     Wells Fargo Bank, National Association (“Wells Fargo”) has entered into, or intends to
enter into, a Contract Cash Solutions Agreement with Cardtronics, Inc. and Cardtronics, LP
(collectively, “Client”) (the “Contract Cash Solutions Agreement”) pursuant to
which Wells Fargo shall provide U.S. currency for the operation of the Vcom and ATM machines owned,
operated or managed by Client and listed on Exhibit A as the same may be supplemented from time to
time by joint written notice from Wells Fargo and Client to Servicer (the “Covered
Machines”). Client has also contracted with the above named addressee (“Servicer”) to
perform certain services in connection with the Covered Machines pursuant to a separate agreement
between Servicer and Client (the “Servicing Agreement”). The purpose of this letter
agreement is to set forth certain rights and obligations of Servicer, Wells Fargo and Client.




	1.	 	Definitions. For purposes of this letter agreement the following words shall have
the corresponding meanings below:






	 	(a)	 	“Cash” shall mean the U.S. currency and coin provided by Wells Fargo
for the operation of the Covered Machines pursuant to the Contract Cash Solutions
Agreement.
	 
	 	(b)	 	“Receivables” shall mean, for any period, an amount equal to the total
amount of Cash dispensed from the Covered Machines for any given period for which
Servicer is required to reimburse Wells Fargo pursuant to Section 4 of this Agreement.






	2.	 	Ownership of Cash and Receivables. Notwithstanding that the Cash or the Receivables
may be in the physical possession or custody of a party other than Wells Fargo, Servicer and
Client agree that Wells Fargo shall have absolute control of all of the Cash at all times,
that the Cash and the Receivables are the sole and exclusive property of Wells Fargo and that
Servicer shall not at any time have any interest (including any security interest) in such
Cash or Receivables.




 









 











                                        ,
20___

Page 2





	3.	 	Access to Cash; Regulatory Requirements. Servicer acknowledges that it has no access
to or control of the Cash and that Servicer shall not, and shall not instruct its agents and
subcontractors (if any) to, physically remove the Cash from Covered Machines or hinder Wells
Fargo’s physical access to the Cash. Servicer shall cooperate with Wells Fargo by furnishing
all information in the possession of Servicer and reasonably required by Wells Fargo to meet
regulatory requirements that Wells Fargo notifies Servicer of in writing.
	 
	4.	 	Settlement of Cash. Wells Fargo maintains depository accounts (each a
“Settlement Account”) which shall be used to settle transactions, including electronic
transfer of funds, that are consummated at the Covered Machines when Cash is dispensed from a
Covered Machine. Servicer’s settlement of transactions with respect to Cash dispensed from a
Covered Machine pursuant to the terms of the Servicing Agreement shall be made by wire
transfer of the required amount of funds in immediately available funds into the appropriate
Settlement Account. Client and Servicer each acknowledges that all Cash dispensing
transactions with respect to the Covered Machines, including all charges with respect thereto,
and all adjustments, chargebacks, representments and other corrections thereto will be settled
to the appropriate Settlement Account. The Settlement Account for Covered Machines that are
ATMs (non-Vcom) shall be Wells Fargo account no.                                          and the Settlement Account for
Covered Machines that are Vcoms shall be Wells Fargo account number                                         . The
designation of a Settlement Account may be changed only in writing by Client and Wells Fargo
and Servicer shall not make payment of any settlement amounts attributable to the Covered
Machines to any other account unless so instructed jointly by Client and Wells Fargo.
	 
	5.	 	No Obligation. Servicer shall have no rights or obligations under the Contract Cash
Solutions Agreement. Wells Fargo shall have no rights or obligations under the Servicing
Agreement. The sole rights or obligations between Servicer and Wells Fargo are set forth
herein.
	 
	6.	 	Term and Termination.






	 	(a)	 	Client shall promptly provide Wells Fargo with notice of any notice of
termination of the Servicing Agreement. This letter agreement shall automatically
terminate upon the termination of the Servicing Agreement or the Contract Cash
Solutions Agreement.
	 
	 	(b)	 	Wells Fargo and Client shall each promptly provide Servicer with notice of any
notice of termination of the Contract Cash Solutions Agreement.
	 
	 	(c)	 	No party shall have liability to any other party for any delay beyond the
control of such party in the provision of notice pursuant to subsections (a) or (b)
above.
	 
	 	(d)	 	Nothing contained herein is intended to alter the provisions for termination of
the Servicing Agreement and the Contract Cash Solutions Agreement found therein,




 









 





                                        ,
20___

Page 3




	 	 	 	which termination shall be permissible solely to the extent permitted under the
relevant agreements and pursuant to the terms thereof.






	7.	 	Representations and Warranties.






	 	(a)	 	Representations of Client. Client represents and warrants to, and
covenants with, Wells Fargo as follows:






	 	1.	 	Organization. Client is a corporation, validly
existing and in good standing under the laws of the State of Texas and has all
necessary power and authority to own or lease its properties and to carry on
its business as now being conducted.
	 
	 	2.	 	Authorization. Client has the power to enter into this
letter agreement, and the execution, delivery and performance of this letter
agreement has been duly authorized by all requisite action. This letter
agreement when executed and delivered shall constitute the valid and binding
obligation of Client.






	 	(b)	 	Representations of Servicer. Servicer represents and warrants to, and
covenants with, Wells Fargo as follows:






	 	1.	 	Organization. Servicer is duly formed, validly
existing and in good standing under the laws of the jurisdiction of its
formation and has all necessary corporate power and authority to own or lease
its properties and to carry on its business.
	 
	 	2.	 	Authorization. Servicer has the corporate power to
enter into this letter agreement, and the execution, deliver and performance of
this letter agreement has been duly authorized by all requisite corporate
action. This letter agreement when executed and delivered shall constitute and
valid and binding obligation of Servicer.






	 	(c)	 	Representations of Wells Fargo. Wells Fargo represents and warrants
to, and covenants with, Client and Servicer as follows:






	 	1.	 	Organization. Wells Fargo is duly organized, validly
existing and in good standing under the laws of the United States and has all
necessary corporate power and authority to own or lease its properties and to
carry on its business as now being conducted, and possesses all licenses,
franchises, rights and privileges material to the conduct of its business,
taken as a whole.




 









 





                                        ,
20___

Page 4





	 	2.	 	Authorization. Wells Fargo has the corporate power to
enter into this letter agreement, and the execution, delivery and performance
of this letter agreement has been duly authorized by all requisite corporate
action. This letter agreement when executed and delivered shall constitute the
valid and binding obligation of Wells Fargo.






	8.	 	Conflicts. In the event of a conflict between the terms set forth in Section 2 of
this letter agreement and the Servicing Agreement, the terms set forth in Section 2 of this
letter agreement shall prevail.
	 
	9.	 	Governing Law. This letter agreement shall be governed by Texas law.
	 
	10.	 	Notices. All notices under this letter agreement shall be sent by certified first
class mail, return receipt requested, postage prepaid, or other receipted express delivery
services, or by facsimile with written acknowledgment of receipt, and shall be effective upon
receipt:
	 
	 	 	If to Clients to:




Cardtronics, Inc.

Cardtronics, LP

3110 Hayes Road, Suite 300

Houston, Texas 77082

Attention: Michael H. Clinard

Fax: (281) 892-0151





If to Servicer to:



	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Attention:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Fax: (___)	 	 	 	 
	 

	 	 	 	 	 	 






If to Wells Fargo to:


Wells Fargo Bank, National Association

2500 City West Blvd., Suite 1100

Houston, Texas 77042

Attention: Jeffrey O. Rose

Fax: (713) 273-8530





	11.	 	Amendments. The terms of this letter agreement may not be amended without the prior
written consent of each party hereto.




 









 




                                        ,
20___

Page 5





	12.	 	Counterparts. This letter agreement may be executed in one or more counterparts,
each of which shall be deemed an original. All counterparts executed shall constitute one
agreement binding all of the parties.
	 
	13.	 	Waiver. If a party waives any of its rights on any one or more occasions it will not
be deemed to be a waiver of that party’s rights on any other occasion.
	 
	14.	 	Severability. Any provision of this letter agreement held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of
this letter agreement and the effect thereof shall be confined to the provision so held to be
invalid or unenforceable.





     Please acknowledge your receipt and agreement with the provisions of this letter agreement by
having your authorized officer execute the copy included herewith and returning it to the
undersigned.



	 	 	 	 	 	 	 
	 	 	Sincerely,
	 
	 	 	 	 	 	 
	 	 	CARDTRONICS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CARDTRONICS, LP
	 
	 	 	 	 	 	 
	 	 	By:	 	CARDTRONICS GP, INC.,

its general partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 





                                        , 20___

Page 6




ACKNOWLEDGED AND AGREED TO THIS                      DAY OF                                         , 20___.



	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 







 









 








EXHIBIT D




ARMORED CARRIER LETTER AGREEMENT




July __, 2007




Pendum, Inc.

4600 S. Ulster St., Suite 1325

Denver, Colorado 80237

Attention: Chief Operating Officer




Ladies and Gentlemen:




     Wells Fargo Bank, National Association, a national banking association organized under the
laws of the United States (“Wells Fargo”) has entered into, or intends to enter into, a
Contract Cash Solutions Agreement with Cardtronics, Inc. and Cardtronics, LP (collectively,
“Client”) (the “Contract Cash Solutions Agreement”) pursuant to which Wells Fargo
shall provide U.S. currency and coins for the cash dispensement operations of the Vcom and/or ATM
machines owned, operated or managed by Client and listed on Exhibit A as the same may be
supplemented from time to time by joint written notice from Wells Fargo and Client to Armored
Carrier (the “Covered Machines”). Client and Fiserv Solutions, Inc. (“Fiserv”) on
behalf of Client have also contracted with the above named addressee (“Armored Carrier”) to
perform certain currency and coin delivery and retrieval services with respect to the Covered
Machines pursuant to a separate agreement between Armored Carrier and Client (the “Armored
Carrier Agreement”). Client, Wells Fargo, and Armored Carrier may be referred to herein as a
“Party” or “Parties” when referring to each of them.




	1.	 	Definition. For purposes of this letter agreement, “Cash” shall mean the U.S.
currency and coins provided by Wells Fargo for the cash dispensing operations of the Covered
Machines pursuant to the Contract Cash Solutions Agreement.






	2.	 	Ownership of Cash. Armored Carrier agrees that the Cash is the sole and exclusive
property of Wells Fargo and that Armored Carrier shall not at any time have any interest
(including any security interest or right of setoff) in such Cash and shall not setoff against
the Cash any claims it may now have or claims that may accrue to it in the future against
Client, Wells Fargo or any other person. Armored Carrier agrees that Wells Fargo shall have
all right, title, and interest in and to the Cash, regardless of physical location, and may
treat the Cash as its asset until it is dispensed from the Covered Machines. Upon demand by
Wells Fargo, all Cash shall be surrendered by Armored Carrier to Wells Fargo. At no time
shall Armored Carrier assert or otherwise claim any interest in the Cash that would under any
circumstances be contrary to Wells Fargo’s treatment of the Cash as “vault cash” as defined in
section 204.2(k) of Regulation D.






	3.	 	Commingling of Cash. Armored Carrier acknowledges that it will not at any time
commingle the Cash with any other funds it is holding or transporting; provided, that the
holding of Cash in an armored vehicle or vault with other funds shall not constitute




 









 






	 	 	commingling of the Cash with other funds so long as the Cash shall remain segregated and
separately identified from such other funds at all times.






	4.	 	Armored Carrier Services.






	 	(a)	 	Redelivery of Cash. Notwithstanding any provision of any Armored
Carrier Agreement to the contrary, Wells Fargo may demand at any time, without prior
notice or qualification, that all or any part of the Cash stored in the Covered
Machines or otherwise in possession of Armored Carrier be delivered to Wells Fargo on a
same-day basis. In response to any such demand, Armored Carrier shall use its best
efforts to deliver the Cash to Wells Fargo as fast as is reasonably practicable.
Unless otherwise agreed to in advance, such delivery shall be made at Wells Fargo’s
expense at such reasonable service charge as shall then be determined in good faith by
Armored Carrier. Such Cash shall be returned to Wells Fargo at the address that
corresponds to each Covered Machine that is specified in Exhibit A.
	 
	 	(b)	 	Cash Held by Armored Carrier. When Cash is held by Armored Carrier in
the Armored Carrier’s vault, all such Cash shall be kept in separate inventory until
such time as the Cash is required to be placed in a specific Covered Machine or until
it is requested to be returned to Wells Fargo pursuant to this letter. The Cash shall
not be commingled with any other cash in the possession, custody or control of Armored
Carrier.
	 
	 	(c)	 	Cash Control. At no time shall Client be given access to the Cash held
by Armored Carrier, nor shall Armored Carrier give Client access to the Cash held in
any Covered Machine.
	 
	 	(d)	 	Covered Machine Access. Except as may be necessary to perform the
services under any Armored Carrier Agreement, including, but not limited to, loading
and removing Cash to and from the Covered Machines or redelivery of Cash to Wells Fargo
provided for in this letter agreement, no employee of Armored Carrier shall have the
authority to access the Cash stored in any Covered Machine. Armored Carrier shall not
give access to the Cash stored in any of the Covered Machines to any third party
without first obtaining the agreement of Wells Fargo. Client’s maintenance providers
may have access to the Covered Machines independent of Armored Carrier.






	5.	 	Cash Discrepancy. The amount set forth in the shipping document released by a
Federal Reserve Bank in connection with the release by such Federal Reserve Bank to Armored
Carrier of any sealed or locked bag shall be deemed the amount of the Cash received. In the
event of any discrepancy between such shipping document and the contents of a sealed or locked
cash bag received by Armored Carrier from a Federal Reserve Bank, Armored Carrier shall notify
Client and Wells Fargo in writing immediately of the discrepancy, and Armored Carrier shall
provide reasonable assistance to Wells Fargo in presenting difference claims to the Federal
Reserve Bank in accordance with Federal




- 2 -









 






	 	 	Reserve Bank regulations. With respect to any Cash made available to Armored Carrier from
any one of the Cash Suppliers listed on Exhibit B (each a “Cash Supplier”) or a
Wells Fargo cash vault, the amount set forth on the packing slip for that Cash shipment
shall be deemed the amount of Cash received. In the event of any Cash shipment discrepancy
between such packing slip provided by a Cash Supplier and the contents as counted by Armored
Carrier, Armored Carrier shall notify Client and Wells Fargo in writing immediately of the
discrepancy, and Armored Carrier shall provide reasonable assistance to Wells Fargo in
presenting difference claims. Wells Fargo and Client each agree that they shall not conceal
or misrepresent any material fact or circumstance concerning the Cash delivered to Armored
Carrier pursuant to this letter agreement.
	 
	6.	 	Reporting Requirement. Each Business Day, Armored Carrier shall use commercially
reasonable efforts to provide a report to Wells Fargo by 2:00 p.m. local time, which shall
contain: (i) the amount of Cash placed in each Covered Machine by Armored Carrier the
immediately preceding Business Day, (ii) the amount of Cash returned to the Armored Carrier’s
vault from the Covered Machines the immediately preceding Business Day, (iii) the total amount
of all Cash shipments from Wells Fargo’s vault to Armored Carrier’s vault the immediately
proceeding Business Day, (iv) the total amount of all Cash shipments from Armored Carrier’s
vault to Wells Fargo the immediately proceeding Business Day, (v) the closing vault balance of
Armored Carrier’s vault the immediately preceding Business Day, and (vi) such other additional
information as Wells Fargo may reasonably request. All reports delivered by Armored Carrier
shall be completed by the reporting systems selected by Wells Fargo. A “Business Day” shall
mean any day other than Thanksgiving Day and Christmas Day.
	 
	7.	 	Recovery Plan. Armored Carrier agrees to comply with the terms of the Recovery Plan
attached hereto as Exhibit C, as the same may be supplemented from time to time by joint
written notice from Wells Fargo and Client to Armored Carrier.
	 
	8.	 	Insurance. Armored Carrier, at its own expense, shall provide and maintain insurance
coverage during the complete term of the Agreement, that conforms in all material respects
with the following requirements:






	 	(a)	 	Workers’ Compensation Insurance. Statutory Workers’ Compensation
coverage for all of its employees, including occupational disease coverage, as required
by applicable law, and employer’s liability with limits of at least $1,000,000 bodily
injury each accident, $1,000,000 bodily injury by disease per employee, and $1,000,000
bodily injury by disease in the aggregate. If any class of employees providing any
services under the Agreement is not protected by the Workers’ Compensation statute,
Armored Carrier shall provide special insurance for the protection of such employees
not otherwise protected that is similar to the coverage required above. The policy
shall be endorsed to include “all states” coverage (if applicable). If any Services
are to be performed by Armored Carrier in North Dakota, Ohio, Washington, West Virginia
or Wyoming, Armored Carrier shall purchase, in each of the aforementioned states in
which Armored Carrier will be performing Services, (i) Workers’ Compensation in the
State Fund




- 3 -









 






	 	 	 	established by each such state, and (ii) Stop Gap coverage providing Employer’s
liability coverage in each such state.
	 
	 	(b)	 	Commercial General Liability Insurance. Commercial General Liability
Insurance written on an “occurrence” basis with a combined single limit of at least
$2,000,000 per occurrence, and a general aggregate of $5,000,000, in forms providing
coverage not less than the standard commercial general liability policy including
hazards of operation, broad form property damage liability coverage, products/completed
operations coverage, independent contractor coverage and broad form contractual
coverage for liability assumed under this Agreement, to the extent insurable under the
policy. The policy shall insure against claims for personal injury, bodily injury
(including death), and property damage occurring on or about the site of any Services
following the date of the Agreement by reason of, or as a result of, the negligent acts
or omissions of Armored Carrier or any of its employees, agents or contractors.
Coverage shall include (a) liability arising out of acts of agents or contractors of
Armored Carrier and (b) provisions that the insurance company has a duty to defend all
insureds under the policy and that defense costs are paid in addition to and do not
deplete the policy limits.
	 
	 	(c)	 	Automobile Liability Insurance. Coverage for all motor vehicles
operated by or for Armored Carrier, including protection for automobiles and trucks
used by Armored Carrier either on or away from Client’s facilities or other sites at
which Armored Carrier’s services are provided, with a combined single limit of at least
$1,000,000 per occurrence for bodily injury and property damage. The policy shall
include coverage for all hired, owned and non-owned vehicles.
	 
	 	(d)	 	Commercial Umbrella/Follow Form Excess Policy. Excess liability policy
with limits of not less than $10,000,000 per occurrence in excess of the primary
underlying policy limits. The policy must provide coverage at least as broad as the
underlying policies.
	 
	 	(e)	 	All-Risk Property Insurance. Replacement cost coverage on all
buildings, equipment and other property used in the performance of the Services, and
Armored Carrier hereby waives any right of subrogation against Client (including, its
officers, directors and employees) for any loss or damage to same. Armored Carrier
shall have the option to self-insure for such coverage, but if Armored Carrier elects
to self-insure, Armored Carrier shall protect Client (including its officers, directors
and employees) to the same extent as it would if it had obtained an “all risk” property
coverage policy covering such property.
	 
	 	(f)	 	Comprehensive. Comprehensive Crime/Money and Securities insurance with
a limit of not less than the greater of (i) $50,000,000 for any Armored Carrier
facility ($50,000,000 for a Armored Carrier facility without a Class II vault),
(ii) $50,000,000 for property in transit, or (iii) an amount equal to the maximum
amount of cash, currency and valuables held for all Clients at each Armored Carrier
facility (determined on a facility by facility basis) covering all loss,




- 4 -









 






	 	 	 	damage or destruction of “Property” (as defined in this Agreement) while same is in
the care, custody and control of Armored Carrier, its employees, agents or
contractors or as may otherwise be the responsibility of Armored Carrier under this
Agreement. The insurance shall include, but not be limited to, the following
coverages:






	 	(i)	 	Employee Theft/Dishonesty Coverage (including Client Property
endorsement)
	 
	 	(ii)	 	In transit coverage
	 
	 	(iii)	 	On premises coverage
	 
	 	(iv)	 	Computer theft and funds transfer coverage
	 
	 	(v)	 	Joint loss payable endorsement in favor of Client and Wells
Fargo
	 
	 	(vi)	 	Legal Liability coverage for loss of and/or damage or
destruction of Property






	 	(g)	 	General Requirements. The following general requirements shall apply
to all insurance policies required to be obtained by Armored Carrier hereunder:






	 	(i)	 	Armored Carrier shall maintain the foregoing insurance coverage
in force at all times during the performance of any Services under the
Agreement.
	 
	 	(ii)	 	Armored Carrier shall furnish Client with certificates of
insurance evidencing the insurance required by this Agreement prior to the
commencement of any services and at least annually from the date of the
Agreement and as policies are renewed, replaced, or modified. Failure to
provide the certificates will constitute a material breach and entitle Client
to terminate the Agreement.
	 
	 	(iii)	 	All policies shall be written by insurance companies that are
(a) lawfully authorized to do business in the jurisdiction(s) where work is
being performed or services are provided and (b) carry an A.M. Best rating of
“A” or better and financial category of “X” or higher. Should any policy be
written on a surplus lines and non-admitted basis, Client reserves the right to
approve the insurance company.
	 
	 	(iv)	 	Each policy shall include a provision requiring that at least
30 days prior written notice be given to Client in the event of cancellation,
non-renewal, lowering of policy limits or exhaustion of aggregates. Armored
Carrier shall provide Client with 30 days prior written notice of any material
change in any policy.




- 5 -









 






	 	(v)	 	Armored Carrier shall pay the premiums on all required
insurance policies and the cost for such premiums shall be deemed included in
the compensation payable to Armored Carrier for its services pursuant to the
terms of the Armored Carrier Agreement.
	 
	 	(vi)	 	All required insurance policies, except for Workers’
Compensation and “All Risk” Property Insurance, to the extent permitted by
applicable law, shall name Client and its officers, directors and employees as
“additional insureds.” Any General Liability and Umbrella policy must utilize
ISO endorsement form CG2010 (11/85) Additional Insured – Owners, Lessees, or
Contractors (Form B) or equivalent endorsement that names Client and its
officers, directors and employees as additional insureds for both ongoing
operations of Armored Carrier and completed operations of Armored Carrier.
	 
	 	(vii)	 	Except where prohibited by law, all insurance policies
required by this Agreement shall include a Waiver of Subrogation in favor of
Client and its officers, directors and employees.
	 
	 	(viii)	 	Each of Armored Carrier’s insurance policies shall be written so as to
provide primary coverage and to be non-contributing with respect to any other
insurance or self insurance which may be maintained by Client.
	 
	 	(ix)	 	The insurance requirements set forth herein shall in no way
limit the liability of Armored Carrier or its contractors arising under the
Armored Carrier Agreement, this letter or any other agreement or as a result of
any related activities.
	 
	 	(x)	 	Armored Carrier shall be responsible for the payment of any and
all deductibles or SIR (“Self Insurance Retention”) applicable under its
insurance policies. Armored Carrier’s deductible and/or SIR shall not exceed
Armored Carrier’s current limits on any given policy, unless approved in
writing by Client. Client acknowledges that Armored Carrier’s deductibles on
Armored Carrier’s policies in existence at the inception of this letter
agreement are acceptable and Armored Carrier agrees to notify Client in writing
at least thirty (30) days in advance of any future proposed changes in such
deductible and to obtain Client’s written approval prior to increasing any
deductibles.
	 
	 	(xi)	 	Client shall have the right to request from time to time that
Armored Carrier obtain additional insurance in connection with Armored
Carrier’s performance of any of its services.






	9.	 	Examinations and Audits Of Armored Carrier. Armored Carrier shall allow Wells Fargo,
Client, their respective designees, and any regulatory or supervisory body to which Wells
Fargo is subject (“Auditors ”), access to its facilities that maintain inventories of the




- 6 -









 






	 	 	Cash. Such access shall be for the purpose of allowing the Auditors to perform a physical
audit of the Cash, and shall be permitted on regular business days during the Armored
Carrier’s regular business hours at times to be determined by the Party on whose behalf the
audit is being conducted. The Auditors must present proper credentials to the manager of
the Armored Carrier’s facilities prior to gaining admission and Armored Carrier shall have
the right to independently verify with Wells Fargo that such auditors are authorized prior
to have access to such facilities. The Party on whose behalf the audit is being conducted
shall indemnify and hold harmless the Armored Carrier from any liability, loss, damage,
cost, or expense, including reasonable attorneys’ fees, arising out of any bodily injury,
death or damage to property sustained by an Auditor as a result of being on the Armored
Carrier’s premises or entering or leaving therefrom, to the extent that such bodily injury,
death or damage to property does not arise from the negligence or willful misconduct of the
Armored Carrier or any of its officers, agents, or employees. In addition, Client (provided
the audit is being conducted by or on behalf of Wells Fargo) and Armored Carrier shall
furnish to the Auditors their respective records relating to any discrepancy in Cash
settlement. Client (provided the audit is being conducted by or on behalf of Wells Fargo)
and Armored Carrier shall have the right to have an employee or agent present at all times
during any examination or audit of their respective records. Armored Carrier shall have the
right to have an employee present at all times during any such audit.
	 
	10.	 	Representations, Warranties and Covenants of Armored Carrier. Armored Carrier
represents, warrants, and covenants to Client and Wells Fargo as follows:






	 	(a)	 	Organization. Armored Carrier is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its formation and has all
necessary corporate power and authority to own or lease its properties and to carry on
its business as now being conducted, and possesses all licenses, franchises, rights and
privileges material to the conduct of its business, taken as a whole.
	 
	 	(b)	 	Authorization. Armored Carrier has the corporate power to enter into
this letter agreement, and the execution, delivery and performance of this letter
agreement has been duly authorized by all requisite corporate action. This letter
agreement when executed and delivered shall constitute the valid and binding obligation
of Armored Carrier.
	 
	 	(c)	 	Amendment of Armored Carrier Agreement. Armored Carrier agrees to
provide Wells Fargo with at least 60 days prior written notice of any amendment to any
Armored Carrier Agreement that may have a material adverse effect on Wells Fargo.
	 
	 	(d)	 	Compliance with Insurance Requirements. Armored Carrier represents and
warrants that at no time shall the amount of Cash contained in any delivery vehicle of
Armored Carrier exceed the truck load limit set for that vehicle by Armored Carrier’s
insurance carrier.




- 7 -









 






	 	(e)	 	Vault Security. Armored Carrier agrees that it shall conform to any
regulatory requirements imposed upon Wells Fargo with respect to security measures that
are applicable to the maintenance of the Cash in Armored Carrier’s vaults.






	11.	 	Indemnification. As between Wells Fargo and Armored Carrier, Armored Carrier shall
bear all risk of loss with respect to Cash in its possession or control, including, without
limitation, loss due to theft or destruction of any of the Cash, or misfeasance of malfeasance
of Armored Carrier, its agents or employees; provided that the foregoing sentence shall not
supersede any limitations on liability as agreed by 7-Eleven and Armored Carrier and set forth
in the Armored Carrier Agreement. Armored Carrier agrees to indemnify and hold harmless Wells
Fargo for loss, theft or destruction of the Cash to the same extent it is required to
indemnify Client under the Armored Carrier Agreement. Armored Carrier shall not be liable or
responsible for any loss of Cash: (i) due solely to the willful act or omission of Wells
Fargo, its agents, or employees, (ii) that occurs after such Cash has been returned to a Cash
Supplier, a Federal Reserve Bank or Wells Fargo, or (iii) that occurs before such Cash has
been delivered to Armored Carrier.
	 
	12.	 	No Obligation. Armored Carrier shall have no rights or obligations under the
Contract Cash Solutions Agreement. Wells Fargo shall have no rights or obligations under the
Armored Carrier Agreement. The sole rights or obligations between Armored Carrier and Wells
Fargo are set forth herein.
	 
	13.	 	Term and Termination.






	 	(a)	 	Client shall promptly provide Wells Fargo and Armored Carrier with any notice
of termination of the Armored Carrier Agreement. This letter agreement shall
automatically terminate upon the termination of the Armored Carrier Agreement or the
Contract Cash Solutions Agreement.
	 
	 	(b)	 	Wells Fargo and Client shall each promptly provide Armored Carrier with notice
of any notice of termination of the Contract Cash Solutions Agreement.
	 
	 	(c)	 	In the event of any regulatory requirements imposed on Wells Fargo with regards
to security measures in which Wells Fargo has notified Client in writing and which
Client is unable to or unwilling to comply, Client may terminate this letter agreement
without any liability on 30 days’ written notice to Wells Fargo.
	 
	 	(d)	 	No Party shall have liability to any other Party for any delay beyond the
control of such Party in the provision of notice pursuant to subsections (a) or (b)
above.






	14.	 	Settlement of Disputes.






	 	(a)	 	Conflicts. To the extent any dispute resolution terms in this letter
are inconsistent with any such terms in the Contract Cash Solutions Agreement, the
terms of this letter shall prevail.




- 8 -









 






	 	(b)	 	Arbitration. Upon the demand of any Party, any “Dispute” shall be
resolved by binding arbitration (except as set forth below in “Judicial Review of
Arbitration Awards”) in accordance with the terms of this letter agreement. A “Dispute
“ shall mean any action, dispute, claim or controversy of any kind, whether in contract
or tort, statutory or common law, legal or equitable, now existing or hereafter arising
under or in connection with, or in any way pertaining to, the subject matter of this
letter agreement, or any past, present or future activities, transactions or
obligations of any kind related directly or indirectly to the subject matter of this
letter agreement, including, without limitation, any of the foregoing arising in
connection with the exercise of any self-help or any ancillary or other remedies or
actions taken relating to the subject matter of this letter agreement. Notwithstanding
the foregoing, a “Dispute” shall not include any claim arising out of the bodily injury
to, or death of, any person. Any Party may by summary proceedings bring an action in
court to compel arbitration of a Dispute. Any Party who fails or refuses to submit to
arbitration following a lawful demand by any other Party shall bear all costs and
expenses incurred by such other Party in compelling arbitration of any Dispute.
	 
	 	(c)	 	Rules Governing Arbitration. Arbitration proceedings shall be
administered by the American Arbitration Association (“AAA”) or such other
administrator as the Parties shall mutually agree upon in accordance with the AAA
Commercial Arbitration Rules. All Disputes submitted to arbitration shall be resolved
in accordance with the Federal Arbitration Act (Title 9 of the United States Code),
notwithstanding any conflicting choice of law provision in this letter agreement. The
arbitration shall be conducted at a location in Texas selected by the AAA or other
administrator. If there is any inconsistency between the terms hereof and any such
rules, the terms and procedures set forth herein shall control. All statutes of
limitation applicable to any Dispute shall apply to any arbitration proceeding. All
discovery activities shall be expressly limited to matters directly relevant to the
Dispute being arbitrated. Judgment upon any award rendered in an arbitration may be
entered in any court having jurisdiction.
	 
	 	(d)	 	Arbitration; Provisional Remedies. Except as otherwise provided in
this letter agreement, no provision hereof shall limit the right of any Party to
exercise self-help remedies such as setoff, or to obtain provisional or ancillary
remedies, including, without limitation, injunctive relief, sequestration, attachment,
garnishment or the appointment of a receiver, from a court of competent jurisdiction
before, after or during the pendency of any arbitration or other proceeding. The
exercise of any such remedy shall not waive the right of any Party to compel
arbitration hereunder.
	 
	 	(e)	 	Arbitrator Qualifications and Awards; Powers. Arbitrators must be
active members of the Bar in Texas or retired judges of the state or federal judiciary
of Texas with expertise in the substantive laws applicable to the subject matter of the
Dispute. Arbitrators are empowered to resolve Disputes by summary rulings in response
to motions filed prior to the final arbitration hearing. Arbitrators (i) shall




- 9 -









 






	 	 	 	resolve all Disputes in accordance with the Governing Law, (ii) may grant any remedy
or relief that a federal or state court of Texas could order or grant within the
scope hereof and such ancillary relief as is necessary to make effective any award,
and (iii) shall have the power to award recovery of all costs and fees, to impose
sanctions and to take such other actions as they deem necessary to the same extent a
judge could pursuant to the Federal Rules of Civil Procedure, the Rules of Civil
Procedure of the State of Texas or other applicable law. Disputes shall be decided
by majority vote of a panel of three arbitrators; provided, however, that all three
arbitrators must actively participate in all hearings and deliberations.
	 
	 	(f)	 	Judicial Review of Awards. Notwithstanding anything herein to the
contrary, in any arbitration in which the amount in controversy exceeds $25,000,000,
the arbitrators shall be required to make specific, written findings of fact and
conclusions of law. In such arbitrations (i) the arbitrators shall not have the power
to make any award which is not supported by substantial evidence or which is based on
legal error, (ii) an award shall not be binding upon the Parties unless the findings of
fact are supported by substantial evidence and the conclusions of law are not erroneous
under the Governing Law, and (iii) the Parties shall have, in addition to the grounds
referred to in the Federal Arbitration Act for vacating, modifying or correcting an
award, the right to judicial review of (a) whether the findings of fact rendered by the
arbitrators are supported by substantial evidence, and (b) whether the conclusions of
law are erroneous under the Governing Law. Judgment confirming an award in such a
proceeding may be entered only if a court determines the award is supported by
substantial evidence and not based on legal error under the Governing Law.
	 
	 	(g)	 	Arbitration; Other Matters. To the maximum extent practicable, the
AAA, the arbitrators and the Parties shall take all action required to conclude any
arbitration proceeding within 180 days of the filing of the Dispute with the AAA. No
arbitrator or other Party to an arbitration proceeding may disclose the existence,
content or results thereof, except for disclosures of information by a Party required
in the ordinary course of its business, by applicable law or regulation, or to the
extent necessary to exercise any judicial review rights set forth herein. If more than
one agreement for arbitration by or between the Parties potentially applies to a
Dispute, the arbitration provision most directly related to the subject matter of the
Dispute shall control. This arbitration provision shall survive the termination of
this letter agreement.






	15.	 	Notices. All notices under this letter agreement shall be sent by certified first
class mail, return receipt requested, postage prepaid, or other receipted express delivery
services, or by facsimile with written acknowledgment of receipt, and shall be effective upon
receipt:




- 10 -









 











If to Client to:



Cardtronics, Inc.

3110 Hayes Road, Suite 300

Houston, Texas 77082

Attention: Michael H. Clinard

Fax: (281) 892-0151




If to Servicer to:



Pendum, Inc.

777 Oakmont Lane, Suite 100

Westmont, Illinois 60559

Attention: General Counsel

Fax: (630) 325-3109



with a copy to:



Pendum, Inc.

4600 S. Ulster St., Suite 1325

Denver, Colorado 80237

Attention: Chief Operating Officer




If to Wells Fargo to:



Wells Fargo Bank, National Association

2500 City West Blvd., Suite 1100

Houston, Texas 77042

Attention: Jeffrey O. Rose

Fax: (713) 273-8530





	16.	 	Governing Law. This letter agreement shall be governed by Texas law.
	 
	17.	 	Amendments. The terms of this letter agreement may not be amended without the prior
written consent of each Party hereto.
	 
	18.	 	Counterparts. This letter agreement may be executed in one or more counterparts,
each of which shall be deemed an original. All counterparts executed shall constitute one
agreement binding all of the Parties.
	 
	19.	 	Waiver. If a Party waives any of its rights on any one or more occasions it will not
be deemed to be a waiver of that Party’s rights on any other occasion. Please acknowledge
your receipt and agreement to the representations, covenants, warranties, and provisions of
this letter agreement by having your authorized officer execute the copy included herewith and
returning it to the undersigned.





- 11 -









 





	 	 	 	 	 	 	 
	 	 	Sincerely,
	 
	 	 	 	 	 	 
	 	 	CARDTRONICS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CARDTRONICS, LP
	 
	 	 	 	 	 	 
	 	 	By:	 	CARDTRONICS GP, INC.,

its general partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 





ACKNOWLEDGED AND AGREED TO THIS                      DAY OF                                         , 20___.




	 	 	 	 	 
	 
	 


	 
	By:
	 
 	 
 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 






EXHIBIT A




Covered Machines




EXHIBIT B




Cash Suppliers




EXHIBIT C




Recovery Plan





- 12 -









 








EXHIBIT E




Maintenance Provider Letter




                                        , 20__




	 	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	Attention:
	 	 	 	 
	 

	 	 

	 	 





Ladies and Gentlemen:



Wells Fargo Bank, National Association (“Wells Fargo”) has entered into a Contract Cash
Solutions Agreement with Cardtronics, Inc. and Cardtronics, LP (collectively, “Client”)
(the “Contract Cash Solutions Agreement”) pursuant to which Wells Fargo shall provide U.S.
currency and coin for the dispensing from the Vcom and ATM machines (the “Cash”) owned,
operated or managed by Client (the “Covered Machines”). Client has also contracted with
the above named addressee (“Maintenance Provider”) to perform certain maintenance services
in connection with certain of the Covered Machines (the “Serviced Machines”) pursuant to
one or more written agreements between Maintenance Provider and Client or Fiserv (the
“Maintenance Contracts”). The purpose of this letter agreement is to set forth certain
rights and obligations of Maintenance Provider, Wells Fargo and Client.




     1. Ownership of Cash. Maintenance Provider and Client agree that Wells Fargo shall
have absolute control of all of the Cash in the Serviced Machines at all times, that the Cash is
the sole and exclusive property of Wells Fargo and that Maintenance Provider shall not at any time
have any interest (including any security interest) in such Cash.



     2. Access to Cash. Maintenance Provider acknowledges that it has no right of control
of the Cash and that Maintenance Provider shall not, and shall not instruct its agents and
subcontractors (if any) to, physically remove the Cash from Serviced Machines or hinder any Armored
Carrier’s physical access to the Cash. “Armored Carrier” shall mean one or more armored
carriers that Client and Wells Fargo have contracted with for purposes of delivering monies to, and
retrieving monies from the Covered Machines.



     3. Conflicts. In the event of a conflict between the terms set forth in Section 2 of
this letter agreement and the Maintenance Contracts, the terms set forth in Section 2 of this
letter agreement shall prevail.



     4. Counterparts. This letter agreement may be executed in one or more counterparts,
each of which shall be deemed an original. All counterparts executed shall constitute one
agreement binding all of the parties.



     5. Term. This letter is effective until Maintenance Provider receives notice of
termination from Wells Fargo.



 









 





     Please acknowledge your receipt and agreement with the provisions of this letter agreement by
having your authorized officer execute the copy included herewith and returning it to the
undersigned. Addresses for notices can be found in Exhibit E-1 to this letter.



	 	 	 	 	 	 	 
	 	 	Sincerely,
	 
	 	 	 	 	 	 
	 	 	CARDTRONICS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CARDTRONICS, LP
	 
	 	 	 	 	 	 
	 	 	By:	 	CARDTRONICS GP, INC.,
its general partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 





ACKNOWLEDGED AND AGREED TO THIS                      DAY OF                                         , 20___.




	 	 	 	 	 
	 
	 


	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






- 2 -









 





Exhibit E-1




Addresses for Notices




If to Client to:



Cardtronics, Inc.

3110 Hayes Road, Suite 300

Houston, Texas 77082

Attention: Michael H. Clinard

Fax: (281) 892-0151




If to Maintenance Provider to:




	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Attention:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Fax: (___)	 	 	 	 
	 

	 	 	 	 	 	 





If to Wells Fargo to:



Wells Fargo Bank, National Association

2500 City West Blvd., Suite 1100

Houston, Texas 77042

Attention: Jeffrey O. Rose

Fax: (713) 273-8530





- 3 -









 








EXHIBIT F




Recovery Plan



[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]





- 1 -











 





EXECUTION COPY



EXHIBIT G




True-up Agreement





TRUE-UP AGREEMENT




This True-up Agreement, dated as of July ___, 2007, is made by and among 7-Eleven, Inc., a Texas
corporation (“7-Eleven”), Vcom Financial Services, Inc., a Texas corporation and
(wholly-owned subsidiary of 7-Eleven (“7-Eleven ATM Co.”), Cardtronics, Inc.
(“Cardtronics”), Cardtronics, LP (“LP”) and Wells Fargo Bank, N.A., a national
banking association (“Wells Fargo”), with a joinder by Fiserv Solutions, Inc. for certain
limited purposes. Capitalized terms used but not defined herein have the meanings assigned to them
in Appendix A hereto.



RECITALS




     WHEREAS, the Cardtronics Entities have entered into a Purchase Agreement, dated July 1, 2007
(the “Purchase Agreement”), with the 7-Eleven Entities pursuant to which they are
purchasing the right, title and interest of and to certain Machines (the “Transferred
Machines”), a complete list of which is set forth on Appendix B hereto;



     WHEREAS, the Cardtronics Entities have entered into an agreement with Wells Fargo (the
“Contract Cash Solutions Agreement”) pursuant to which Wells Fargo will provide Cash for
the Transferred Machines;



     WHEREAS, heretofore, the 7-Eleven Entities and Wells Fargo maintained a relationship similar
to that found in the Contract Cash Solutions Agreement pursuant to (i) a First Amended and Restated
Contract Cash Solutions Agreement, dated as of August 13, 2004, as amended, and (ii) a Balancing
and Processing Agreement, dated as of November 9, 2005 (collectively, the “7-Eleven
Agreements”);



     WHEREAS, in connection with the consummation of the Purchase Agreement, responsibility for the
Cash in the Transferred Machines, In-Transit and in the Vaults at the Economic Effect Time will be
assumed by the Cardtronics Entities, and the Parties desire to true-up the Cash and to set forth
the responsibilities of the Parties with respect to Wells Fargo’s Cash before and after the
Economic Effect Time and the terms of their agreements with respect thereto; and



     WHEREAS, prior to the Economic Effect Time, the 7-Eleven Entities have responsibility for loss
of Cash in the Transferred Machines, In-Transit and in the Vaults.



     NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the Parties hereby agree as follows:



AGREEMENT




     Section 1. True-up Procedures. (a) Wells Fargo and the 7-Eleven Entities agree and
acknowledge that any Final Difference will be reconciled and paid as provided herein.



     (b) The following reports are required under this Agreement:



 









 






	 	(i)	 	At the beginning of the third Business Day after the Effective
Date, a report from Wells Fargo indicating the actual Cash balance in each
Transferred Machine by terminal, In-Transit by Courier location and in
Vaults-by-Vault, in each case as of the Economic Effect Time (the “Starting
Cash Report”).
	 
	 	(ii)	 	Two Business Days prior to the Effective Date, a schedule of
the Estimated Cash Balance Amount from Wells Fargo.
	 
	 	(iii)	 	As and when required under the Contract Cash Solutions
Agreement, the reports referred to therein as File 1, File 2, File 3 and File 4
reports from Cardtronics.
	 
	 	(iv)	 	Until the initial reports are received from Cardtronics under
clause (iii) above, the reports referred to in the 7-Eleven Agreements as
File 1, File 2, File 3 and File 4 from 7-Eleven as and when provided for in
such agreements.
	 
	 	(v)	 	As soon as reasonably practicable, and as frequently as is
reasonably necessary to consummate the transactions contemplated by this
Agreement, other available information (including Vault balancing paperwork
held by the Courier), if necessary, concerning Transferred Machine activity
after the Economic Effect Time.




The Parties will reasonably cooperate as is necessary to obtain the Reports.




     (c) Two Business Days prior to the Effective Date, Wells Fargo will provide a schedule of the
Estimated Cash Balance Amount to Cardtronics for pre-approval of the starting Cash balance with
respect to the Contract Cash Solutions Agreement.



     (d) As soon as reasonably practicable after delivery of the Starting Cash Report (and in any
event by the third Business Day of delivery of the Starting Cash Report), 7-Eleven and Wells Fargo
will identify and compare the Cash balance reported in the Starting Cash Report (the “Cash
Balance”) with the Estimated Cash Balance Amount. Without limiting the responsibilities and
obligations of the 7-Eleven Entities with respect to Cash (as defined in the 7-Eleven Agreements),
Wells Fargo and 7-Eleven will work together in good faith to resolve any differences in the
Estimated Cash Balance Amount and the Cash Balance in the Starting Cash Report to arrive at the
Starting Cash amount to be used in the settlement of the 7-Eleven Agreements.



     (e) The Cardtronics Entities will effect at least one Replenishment Cycle as soon as is
reasonably practicable after the Effective Date, and in any event within 60 days of the Effective
Date.



     (f) Pursuant to the 7-Eleven Agreements, the 7-Eleven Entities bear the risk of loss of, and
are responsible for, the Cash through the Economic Effect Time notwithstanding any earlier
termination of such agreements. Using the Reports and other relevant information



 - 2 - 









 







available to it,
Wells Fargo will deliver the Settlement Report to 7-Eleven within 90 days after the Effective Date.
Any Request from 7-Eleven must be received by Wells Fargo within 15 days after receipt by 7-Eleven
of the Settlement Report. If, at any time during such 15-day period, 7-Eleven disputes any of the
information contained in the Settlement Report, 7-Eleven will notify Wells Fargo in writing.
Thereafter, for a period of up to 30 days, 7-Eleven and Wells Fargo will work in good faith to
resolve any such disputes. If all disputes cannot be resolved by the Parties during such 30-day
period, the Parties will resolve any remaining disputes using the dispute resolution process set
forth in Section 3 of this Agreement. If any disputes are raised in accordance with this
subsection (e), Wells Fargo will deliver a Final Settlement Report within five days after all such
disputes have been resolved. If no disputes are raised, Wells Fargo will deliver a Final
Settlement Report at the end of the 15-day Request/dispute period (or earlier if 7-Eleven has
notified Wells Fargo prior to the end of the 15-day Request/dispute period that it has no Requests
or disputes, and that it accepts the Settlement Report as delivered). On the first Business Day
following the delivery of the Final Settlement Report by Wells Fargo, 7-Eleven will wire transfer
any negative Final Difference to Wells Fargo. Upon payment of the Final Difference, if any, all
obligations of 7-Eleven to Wells Fargo, hereunder shall have been satisfied and 7-Eleven shall have
no further obligations or duties hereunder to Wells Fargo.



     (g) The Parties agree and acknowledge that, on or before the Effective Date, 7 Eleven, Wells
Fargo and Cardtronics have jointly notified Fiserv, in writing the Economic Effect Time to assure
settlement is credited properly. To the extent Fiserv requires additional information, consents or
other instruction from the Parties in connection with settlement, the delivery by Fiserv of
reports, the performance of a Swap, or otherwise, the Parties will cooperate in good faith
(including with the Cardtronics Entities), and will take such action within their control as is
reasonably necessary to satisfy Fiserv’s request(s). In addition, until such time as a Final
Settlement Report has been delivered, Cardtronics will provide 7-Eleven or cause Fiserv and Wells
Fargo to provide 7-Eleven with access to all current reports generated by Fiserv, Wells Fargo and
the relevant Couriers. Wells Fargo does not object to such access.



     Section 2. Cardholder Adjustments; Loss Claims.



     (a) Wells Fargo will not be responsible for the research, reconcilement and payment, if
applicable, of any Cardholder Adjustments and other claims made pursuant to Reg. E for transactions
performed at a Transferred ATM. Wells Fargo will research and reconcile Cardholder Adjustments and
other claims made pursuant to Reg. E for transactions performed at a Transferred Vcom, but 7-Eleven
will retain responsibility for all Cardholder Adjustments before the first Replenishment Date. The
Cardtronics Entities and the 7-Eleven Entities agree that, subject to the provisions of
subsection (c) below, responsibility for the research, reconcilement and payment, if applicable, of
all Reg. E Claims received after the Economic Effect Time are the responsibility of the Cardtronics
Entities. The Parties acknowledge that Wells Fargo will continue to provide research and
reconcilement services to the Cardtronics Entities after the Economic Effect Time.



     (b) Fiserv shall be responsible for the research, reconcilement and payment, if applicable, of
any Cardholder Adjustments and other claims made pursuant to Reg. E for



 - 3 - 









 







transactions performed at a
Transferred ATM, but 7-Eleven will retain responsibility for all Cardholder Adjustments before the
Replenishment Date.



     (c) On a monthly basis for the time period between the Economic Effect Time and the Final
Settlement Report, Cardtronics will cause Fiserv and Wells Fargo, as applicable, to provide a
report (“Reg. E Report”) that reflects Cardholder Adjustments, whether paid proactively or
as a result of a Reg. E claim. Subsequent to the Final Settlement Report, the Reg. E Report will
be produced only twice, 120 days from the Effective Date, with the final report due 180 days from
the Effective Date. The Reg. E Report will indicate if the Cardholder Adjustment was related to a
misdispense that occurred before or after the first Replenishment Date. Upon receipt of the Reg. E
Reports, 7-Eleven will promptly pay Cardtronics for all Cardholder Adjustments made for
misdispenses prior to the first Replenishment Date.



     (d) 7-Eleven will be responsible for any Shortages, and will get the benefit of any Overages,
through the first Replenishment Date, and the Cardtronics Entities will be responsible for any
Shortages, and will get the benefit of any Overages, after the first Replenishment Date.



     (e) Wells Fargo will not be responsible for pursuing Processor Claims, Courier Vault Claims or
Courier Claims related to Transferred ATMs except as otherwise set forth herein. Wells Fargo will
not be responsible for any Shortages, nor get the benefit of any Overages. Cardtronics and the
7-Eleven Entities agree that 7-Eleven is responsible for Courier Claims through the first
Replenishment Date and Processor Claims and Courier Vault Claims through the Effective Date and
that the Cardtronics Entities are responsible for Courier Claims, Processor Claims and Courier
Vault Claims after the applicable aforementioned dates. Cardtronics will cause the Fiserv, Wells,
or Pendum, as applicable, to continue to file and settle Courier Claims on behalf of 7-Eleven in
the same manner as such process is currently conducted for all such Courier Claims filed through
the Replenishment Date. Cardtronics will cause Fiserv and Wells Fargo, as applicable, to assist in
researching and pursuing any existing claims described in this subsection. All Parties will
cooperate in good faith with the others to facilitate the research and resolution of all such
claims.



     Section 3. Dispute Resolution.



     The Parties agree to the following dispute resolution provisions:



     (a) Mediation. Any disputes arising hereunder shall first be referred for resolution
to Wells Fargo’s, Cardtronics’ and 7-Eleven’s respective senior management designee who shall
endeavor in good faith to resolve any such disputes within the limits of each such representative’s
authority and within 10 Business Days from the date it is referred to them. If the respective
senior management designees are unable to resolve such dispute within such ten day period, the
Parties shall follow the dispute resolution procedures set forth below.




	 	(i)	 	The Parties shall endeavor to settle the dispute by mediation
using JAMS Mediation in Houston, Texas. Within 10 Business Days from the date
that the Parties cease direct negotiations pursuant to the negotiations above,
the Parties will submit to each other a written list of qualified JAMS




 - 4 - 









 






	 	 	 	mediators not affiliated with either of the Parties and having at least five
years experience in the field of banking and ATM cash supply. Within ten
days from the date of receipt of such list, the Parties shall rank the
mediators in numerical order of preference and exchange such rankings. If
one or more names appear on both lists, the person whose name appears on
both lists and who receives the highest combined ranking shall be chosen as
the mediator. If such mediator is not available to serve, they shall
proceed to contact the mediator who was next highest in ranking until they
are able to select a mediator.
	 
	 	(ii)	 	Each Party shall bear its own cost of mediation; provided,
however, the cost charged by any independent third party mediator shall be
borne equally by the Parties.
	 
	 	(iii)	 	The Parties agree that any mediation proceeding will
constitute settlement negotiations for purposes of the federal and state rules
of evidence and will be treated as confidential and privileged communication by
the Parties and the mediator. No stenographic, visual or audio record shall be
made of any mediation proceedings. All conduct, statements, promises, offers
and opinions made in the course of the mediation by any Party, its agents,
employees, representatives or other invitees and by the mediator shall not be
discoverable or admissible for any purposes in any litigation or other
proceeding involving the Parties and shall not be disclosed to any third party.
The Parties agree that the obligation to conduct the mediation procedure shall
be obligatory upon each of them. In the event that either Party refuses to
adhere to the mediation procedure set forth herein, the other Party may bring
an action to seek enforcement of such obligation in any court of competent
jurisdiction. The internal dispute escalation procedures and mediation
procedures set forth herein shall not limit a Party’s rights to obtain
injunctive or other equitable relief as permitted herein.
	 
	 	(iv)	 	The Parties’ efforts to reach a settlement of any dispute will
continue until the conclusion of the mediation proceeding. The mediation
proceeding will be concluded when: (A) a written settlement agreement is
executed by the Parties, or (B) the mediator concludes and informs the Parties
in writing that further efforts to mediate the dispute would not be useful, or
(C) the Parties agree in writing that an impasse has been reached.
Notwithstanding the foregoing, either Party may withdraw from the mediation
proceeding in the event such proceeding continues for more than 20 days from
the commencement of such proceeding. For purposes of the preceding sentence,
the proceeding shall be deemed to have commenced following the completion of
the selection of a mediator as provided above. If a Party withdraws or the
mediation otherwise
concludes as set forth above, either Party may bring an action in a court of
competent jurisdiction.




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     (b) Arbitration: Upon the demand of either Party and following the unsuccessful
attempts to resolve matters by dispute resolution as set forth above, any Dispute shall be resolved
by binding arbitration (except as set forth below in “Judicial Review of Awards”) in accordance
with the terms of this Agreement. A “Dispute” means any action, dispute, claim, or
controversy arising under this Agreement that has not been resolved in accordance with
subsection (a) above. Any Party may by summary proceedings bring an action in court to compel
arbitration of a Dispute. Any Party who fails or refuses to submit to arbitration following a
lawful demand by any other Party shall bear all costs and expenses incurred by such other Party in
compelling arbitration of any Dispute. Notwithstanding the foregoing, if either party deems that
time is of the essence in resolving a dispute, it may initiate arbitration and seek interim
measures, if appropriate, and then comply with the requirements for negotiations and mediation as
long as they are fully completed before the commencement of the final hearing on the merits in the
arbitration proceeding.



     (c) Rules Governing Arbitration: Arbitration proceedings shall be administered by the
American Arbitration Association (“AAA”) or such other administrator as the Parties shall
mutually agree upon in accordance with the AAA Commercial Arbitration Rules. All Disputes
submitted to arbitration shall be resolved in accordance with the Federal Arbitration Act (Title 9
of the United States Code), notwithstanding any conflicting choice of law provision in this
Agreement. The arbitration will be conducted by three arbitrators, with each party to a Dispute
selecting one arbitrator, and the two arbitrators jointly selecting a third arbitrator. If the two
arbitrators cannot agree on a third arbitrator, the third arbitrator will be selected in accordance
with the AAA. The arbitration shall be conducted at a location in Texas selected by the AAA or
other administrator. All statutes of limitation applicable to any Dispute shall apply to any
arbitration proceeding. All discovery activities shall be expressly limited to matters directly
relevant to the Dispute being arbitrated. Judgment upon any award rendered in an arbitration may
be entered in any court having jurisdiction.



     (d) Arbitration; Provisional Remedies: Except as otherwise provided in this
Agreement, no provision hereof shall limit the right of either Party to obtain provisional or
ancillary remedies, including, without limitation, injunctive relief, sequestration, attachment,
garnishment, or the appointment of a receiver, from a court of competent jurisdiction before,
after, or during the pendency of any arbitration or other proceeding; provided that neither Party
has the right to seek self-help remedies such as set-off. The exercise of any such remedy shall
not waive the right of either Party to compel arbitration hereunder.



     (e) Arbitrator Qualifications and Awards; Powers: All Arbitrators shall be selected
in accordance with the AAA Commercial Arbitration Rules. Arbitrators must be active members of the
State Bar of Texas. Arbitrators are empowered to resolve Disputes by summary rulings in response
to motions filed prior to the final arbitration hearing. Arbitrators (i) shall resolve all
Disputes in accordance with the Governing Law, (ii) may grant any remedy or relief that a federal
or state court of Texas could order or grant within the scope hereof and such ancillary relief as
is necessary to make effective any award, and (iii) shall have the power to award
recovery of all costs and fees, to impose sanctions and to take such other actions as they
deem necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure,
the Rules of Civil Procedure of the State of Texas, or other applicable law. Disputes shall be



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decided by majority vote of a panel of three arbitrators; provided, however, that all three
arbitrators must actively participate in all hearings and deliberations.



     (f) Judicial Review of Awards: Notwithstanding anything herein to the contrary, in
any arbitration in which the amount in controversy exceeds $4,000,000, the arbitrators shall be
required to make specific, written findings of fact and conclusions of law. In such arbitrations
(i) the arbitrators shall not have the power to make any award which is not supported by
substantial evidence or which is based on legal error, (ii) an award shall not be binding upon the
Parties unless the findings of fact are supported by substantial evidence and the conclusions of
law are not erroneous under the Governing Law, and (iii) the Parties shall have, in addition to the
grounds referred to in the Federal Arbitration Act for vacating, modifying or correcting an award,
the right to judicial review of (x) whether the findings of fact rendered by the arbitrators are
supported by substantial evidence, and (y) whether the conclusions of law are erroneous under the
Governing Law. Judgment confirming an award in such a proceeding may be entered only if a court
determines the award is supported by substantial evidence and not based on legal error under the
Governing Law.



     (g) Arbitration; Other Matters: To the maximum extent practicable, the AAA, the
arbitrators and the Parties shall take all action required to conclude any arbitration proceeding
within 180 days of the filing of the Dispute with the AAA. No arbitrator or other party to an
arbitration proceeding may disclose the existence, content or results thereof, except for
disclosures of information by a party required by applicable law or regulation, or to the extent
necessary to exercise any judicial review rights set forth herein. If more than one agreement for
arbitration by or between the Parties potentially applies to a Dispute, the arbitration provision
most directly related to the subject matter of the Dispute shall control. This arbitration
provision shall survive the termination of this Agreement.



     Section 4. General Provisions.



     (a) All notices and other communications under this Agreement will be in writing and will be
deemed given when delivered personally or by overnight mail, or four days after being mailed by
registered mail, return receipt requested, to a party at the following address (or to such other
address as such party may have specified by notice given to the other parties pursuant to this
provision):


If to 7-Eleven Entities, to:



7-Eleven, Inc.

1722 Routh Street, Suite 1000

Dallas, Texas 75201

Attention: Chief Financial Officer




If to Wells Fargo, to:



Wells Fargo Bank, N.A.

2500 City West Blvd., Suite 1100





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Houston, Texas 77042

Attention: Jeffrey O. Rose



and



Wells Fargo Bank, N.A.

1445 Ross Avenue, 23rd Floor

Dallas, Texas 75202

Attention: Terry R. Dallas



If to the Cardtronics Entities, to:



Cardtronics, LP

3110 Hayes, Suite 300

Houston, Texas 77082

Attention: Michael H. Clinard




     Each of the Parties may, by notice given as provided herein, change its address for all
subsequent notices.



     (b) No Party may assign any of its rights or obligations under this Agreement without the
written consent of all of the other Parties. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and permitted assigns.



     (c) Neither this Agreement nor any provision hereof may be amended, modified, waived,
discharged or terminated orally, but only by an instrument in writing duly signed by or on behalf
of the Parties hereto. The headings of this Agreement are for convenience of reference only and
will not define or limit the provisions hereof. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original but all of which together will constitute
one and the same instrument.



     (d) In case at any time any further action is necessary or desirable to carry out the purposes
of this Agreement, each of the Parties will take such further action (including the execution and
delivery of such further instruments and documents) as may be reasonably requested by another
Party, at the sole cost and expense of the requesting Party.



     (e) This Agreement will be construed in accordance with and governed by the internal law of
the State of Texas (without reference to its rules as to conflicts of law) (“Governing
Law”).



     (f) Except as otherwise provided herein, the Parties each agree that all information
communicated to it by another Party relating to this Agreement, whether before the Effective Date
or during the term of this Agreement, will be received in strict confidence and will be used only
for the purpose of this Agreement.



 - 8 - 









 





     IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the date first
written above.



	 	 	 	 	 
	 	CARDTRONICS, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 	 	 	 	 
	 	 	CARDTRONICS, LP	 	 
	 
	 	 	By:	 	CARDTRONICS GP, INC.,

its general partner
	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 
	 	 
	 

	 	 	 	Title:	 	 	 	 






	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 	 	 
	 	7-ELEVEN, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 	 	 
	 	VCOM FINANCIAL SERVICES, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




 - 9 - 









 





JOINDER




Fiserv Solutions, Inc. joins in this Agreement solely for the purpose of agreeing to, and being
bound by, Section 2(b) thereof.



	 	 	 	 	 
	 	FISERV SOLUTIONS, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




 - 10 - 









 





Appendix A to Currency Bill of Sale and True-up Agreement




     “7-Eleven” is defined in the preamble.



     “7-Eleven Agreements” is defined in the fifth recital clause.



     “7-Eleven ATM Co.” is defined in the preamble.



     “7-Eleven Entities” means 7-Eleven and 7-Eleven ATM Co.



     “AAA” is defined in Section 3(c).



     “Actual Cash” is the actual amount of Cash (i) in the Transferred Machines,
(ii) In-Transit, and (iii) at each Courier’s Vaults to the extent it is intended for use in
Transferred Machines, in each case measured at Economic Effect Time.



     “Agreement” means the True-up Agreement to which this Appendix A is attached.



     “Business Day” means any other day than (a) a Saturday, Sunday or federal holiday or
(b) a day on which commercial banks in Houston or Dallas, Texas are authorized or required to be
closed for business other than retail depository business; provided, however, that
for purposes of generating Reports, a Business Day shall be any day other than Thanksgiving Day and
Christmas Day.



     “Cardholder Adjustments” means the adjustment made, if any, to a cardholder’s account
with a financial institution or the denial of an adjustment, in either case resulting from the
research of and confirmation or denial of a cardholder’s claim of an alleged partial or whole
misdispense of Cash at a Transferred Machine. As an agent for Cardtronics, Fiserv, for Transferred
ATMs, and Wells Fargo, for Transferred Vcoms, may also proactively make adjustments to a
cardholder’s account (related to a misdispense of Cash) even if no cardholder claim has been filed.



     “Cardtronics” is defined in the preamble.



     “Cardtronics Entities” means Cardtronics and LP.



     “Cash” means U.S. currency.



     “Cash Balance” is defined in Section 1(c).



     “Contract Cash Solutions Agreement” is defined in the second recital clause.



     “Courier” means an armored courier service engaged for the staging and replenishing of
Cash at the Transferred Machines.



     “Courier Claim” means the extent to which the balance of Cash in the Transferred
Machines as reported by the Courier is different from the balance of Cash in the Transferred



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Machines as reported by 7-Eleven or Wells Fargo, as applicable, and the difference is not the
subject of a Processor Claim.



     “Courier Vault Claim” means the extent to which the balance of Cash in the Vaults as
reported by the Courier is different from the balance of Cash in the Vaults as reported by 7-Eleven
or Wells Fargo, as applicable, and the difference is not the subject of a Processor Claim.



     “Dispute” is defined in Section 3(b).



     “Economic Effect Time” means in the case of Transferred Vcoms, 12:00 a.m. Central Time
on the Effective Date and in the case of Transferred ATMs, 3:00 p.m. Central Time on the Effective
Date.



     “Effective Date” means July 16, 2007.



     “Estimated Cash Balance Amount” means an amount equal to Wells Fargo’s good faith
estimate of Actual Cash as reflected on the schedule to be provided to Cardtronics in accordance
with the terms of this Agreement for pre-approval of the starting Cash balance with respect to the
Cardtronics Contract Cash Solutions Agreement.



     “Final Difference” means the difference between the Cash Balance and Actual Cash
(including, in the case of Transferred Machines, Overages and Shortages through the first
Replenishment Date).



     “Final Settlement Report” is a report delivered by Wells Fargo to 7-Eleven stating the
final calculation of the Final Difference, if any, as agreed upon by 7-Eleven and Wells Fargo in
accordance with the terms of this Agreement.



     “Fiserv” means Fiserv Solutions, Inc. Fiserv is currently providing services to
7-Eleven and will be continuing to provide such services to the Cardtronics Entities after purchase
of the Transferred ATMs. In addition, similar on going reports will be provided to Wells Fargo by
Fiserv as agent for the Cardtronics Entities to satisfy part of the obligations of the Cardtronics
Entities under the Contract Cash Solutions Agreement.



     “Governing Law” is defined in Section 5(e).



     “Interim Difference” is defined in Section 1(c).



     “In-Transit” means, with respect to Actual Cash, (i) in-transit with each Courier for
delivery to or as a result of pick-up from the Transferred Machines and (ii) in transit with each
Courier as a result of an order to pick-up Cash from a Federal Reserve Bank or other bank for
transport to the Courier’s Vault for ultimate use in the Transferred Machines.



     “LP” is defined in the preamble.



     “Machines” means the automated teller and virtual commercial (commonly referred-to as
Vcom) machines being acquired by Cardtronics.



 - 2 - 









 





     “Machine Reports” means the written information removed by the Courier and delivered
to Fiserv or Wells Fargo, as applicable, when each Transferred Machine is replenished with Cash.



     “Overage(s)” means the extent to which the amount of Cash actually present in a
Transferred Machine as of a Replenishment Date as reported by the Courier is greater than the
balance maintained by 7-Eleven or Wells Fargo, as applicable, based upon the transactions reported
by Fiserv or Wells Fargo, as applicable, that have occurred at that Transferred Machine since the
last time that Transferred Machine was replenished with Cash.



     “Parties” means the Cardtronics Entities, Wells Fargo and the 7-Eleven Entities.



     “Processor Claims” means the extent to which the amount of Cash dispensed from a
Transferred Machine as reported by the Courier is different from the Cash dispensed as reported by
Fiserv or Wells Fargo, as applicable.



     “Purchase Agreement” is defined in the first recital clause.



     “Reg. E Claims Amount” means the aggregate amount necessary to satisfy valid Reg. E
Claims related to each Transferred Machine that are attributable to transactions that have occurred
starting on the date six months prior to the Effective Date and ending on its first Replenishment
Date.



     “Reg. E Claims” means Cardholder Adjustments and other claims made pursuant to Reg. E.



     “Reg. E Report” is defined in Section 2(b).



     “Replenishment Cycle” means each date when a complete cycle of replenishment of all
Transferred Machines has been completed, i.e., a Replenishment Date for each Transferred Machine
shall have occurred.



     “Replenishment Date” means, for each Transferred Machine, each date when a Swap occurs
for such Transferred Machine.



     “Reports” means the reports referred to in Section 1(b).



     “Request” means a written request for additional information or clarification
regarding any Final Difference reflected in the Settlement Report.



     “Service Report” is a report utilizing the current reporting systems now in effect
that is delivered on each Business Day reflecting each Transferred Machine serviced and Cash
Swapped by a Courier since the preceding report and the Cash balance in each Transferred Machine at
the time of service, together with corrections and adjustments input in the reporting system being
used by Wells Fargo.



 - 3 - 









 





     “Settlement Report” means a Wells Fargo report detailing the Final Difference
established by Wells Fargo on a Transferred Machine-by-Transferred Machine basis and a
Vault-by-Vault basis, or stating that the Cash Balance as reported in the Starting Cash Report and
Actual Cash are equal.



     “Shortage(s)” means the extent to which the amount of Cash actually present in a
Transferred Machine as of a Replenishment Date as reported by the Courier is less than the balance
maintained by 7-Eleven or Wells Fargo, as applicable, based on the transactions reported by Fiserv
or Wells Fargo, as applicable, that have occurred at that Transferred Machine since the last time
that Transferred Machine was replenished with Cash.



     “Starting Cash Report” is defined in Section 1(b)(i).



     “Swap” means a procedure in which all of the Cash in a Transferred Machine is removed
and replaced with the ordered Cash replenishment amount.



     “Transferred ATMs” means Transferred Machines that are not Vcom Machines.



     “Transferred Machines” is defined in the first recital clause.



     “Transferred Vcoms” means Transferred Machines that are commonly referred to as Vcoms.



     “Vault(s)” means that portion of each Courier’s vault listed on Appendix C
hereto that contains Cash owned by Wells Fargo that is intended for use in the Transferred
Machines.



     “Wells Fargo” is defined in the preamble.




 - 4 - 











 





EXHIBIT H




Form
of Bank Report




See attached




Contract Cash Reports




	 	 	 	 	 
	 	 	 	 	Report Frequency &
	Report & Report Pages	 	Page Description	 	Format
	Actual Position Export

	 	A report which provides daily GL balances for ATMs, vendor vaults, and vendor difference
lines. This information can be used to determine the over all position of ATMs and
vendors.
	 	Daily Excel report
	 
	 	 	 	 
	Over/Short Report

Resolved ATM Cash Difference

	 	A cumulative report of past Over/Shorts that have been reported and resolved. This
reports can be used to reference Over/Shorts which have been reported for customer’s
ATMs.
	 	
	 
	 	 	 	 
	Over/Short Report

Non Resolved ATM Cash Difference

	 	A report that tracks all Over/Shorts that have been reported and have yet to be resolved.	 	Daily Excel report
	 
	 	 	 	 
	Outstanding Claims

Resolved

	 	Provides detailed information regarding settled Claims/Outages that Wells Fargo has
pursued with the Vendor on behalf of client. The dollar threshold on Claims/Outages is
set by the customer.
	 	
	 
	 	 	 	 
	Outstanding Claims

Vendor Issues

	 	Listing of all vendor issues with balancing ATMs or the vendor vaults, also known as the
Vendor report cards. This report can be used to track vendor reporting issues. ATMs
that have not been balanced during the month will be included on the last report of each
month	 	 
	 
	 	 	 	 
	Outstanding Claims

Claim Payment Received

	 	Sample Claim Payment. This notice is sent when Wells Fargo pays a claim and can be used
as written documentation of when a claim is paid.	 	Weekly Excel report
	 
	 	 	 	 
	Proposed Write Offs

<Month> <Year> Month End

	 	A mid month report which contains a summary of outages greater than 60 days that will be
written off at month end. This provides information regarding up coming month end write
offs.
	 	
	 
	 	 	 	 
	Proposed Write Offs

Armored Vendor #1

	 	This reports provides details by vendor, of the proposed write offs for the month.	 	Monthly Excel report

(sent mid month)
	 
	 	 	 	 
	Write Offs

<Month> <Year> Month End

	 	This report, sent at the end or the month, contains a summary of all outages greater
than 60 days. These outages will be charged off at the end of the month.
	 	
	 
	 	 	 	 
	Write Offs

Armored Vendor #1

	 	This report provides details by vendor, of the write offs for the month.	 	Monthly Excel report

(sent at month end)
	 
	 	 	 	 
	Vault Summary

	 	Summary report of vault activity keyed into iCom which can be used to track/review
vender reporting. The summary can be customized to list only the denominations used by
the customer.
	 	Daily Excel report







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