**Exhibit 10.2****AMENDMENT NO. 7 TO CREDIT AGREEMENT**          **AMENDMENT NO. 7 TO CREDIT AGREEMENT**dated as of July 18, 2007 (this “***Amendment***”) among (a)Cardtronics, Inc., a Delaware corporation (the “***Borrower***”), (b) Cardtronics, LP, a Delaware limitedpartnership, Cardtronics GP, Inc., a Delaware corporation, and Cardtronics LP, Inc., a Delawarecorporation (collectively, the “Guarantors”), (c) the lenders party to the Credit Agreementreferred to below (the “***Lenders***”), (d) the New Lenders (as defined below), and (e) BNP Paribas, asadministrative agent (the “***Administrative Agent***”) for the Lenders.          **PRELIMINARY STATEMENTS:**          1. The Borrower, the Guarantors, the Lenders, the Administrative Agent and others have enteredinto a Third Amended and Restated First Lien Credit Agreement dated as of May 17, 2005, as amendedby Amendment No. 1 to Credit Agreement dated as of July 6, 2005, Amendment No. 2 to CreditAgreement dated as of August 5, 2005, Amendment No. 3 to Credit Agreement dated as of November 17,2005, Amendment No. 4 to Credit Agreement dated as of February 14, 2006, Amendment No. 5 to CreditAgreement dated as of September 29, 2006 and Amendment No. 6 to Credit Agreement dated as of May 3,2007 (as so amended, the “***Credit Agreement***”; capitalized terms used herein and not otherwisedefined in this Amendment being used herein as defined in the Credit Agreement);          2. The Borrower intends to acquire all of the ATM operations in the United States of 7-Eleven,Inc. (the “***7-Eleven Acquisition***”), and to finance the 7-Eleven Acquisition and related costs andexpenses, the Borrower has given notice to the Administrative Agent of the Borrower’s desire to (i)amend the Credit Agreement as provided herein to provide for, among other things, an increase inthe Total Revolving Commitment, effective as of the effective date of the amendments set forthherein, to $175 million and (ii) request the consent of the Requisite Lenders to the 7-ElevenAcquisition in accordance with Section 5.04 of the Credit Agreement; and          3. The Lenders have agreed, subject to the terms and conditions hereinafter set forth, toamend the Credit Agreement as set forth below, to increase the Total Revolving Credit Commitment to$175 million and to consent to the 7-Eleven Acquisition pursuant to Section 5.04 of the CreditAgreement;          NOW, THEREFORE, in consideration of the premises and for other good and valuableconsideration, the sufficiency and receipt of which are hereby acknowledged, the parties heretohereby agree as follows:          SECTION 1. Amendments to Credit Agreement. Upon, and subject to, thesatisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement ishereby amended as follows:          (a) Section 1.01 of the Credit Agreement is amended by adding the following definitions inalphabetical order:Cardtronics Amendment No. 7
 

 
 2     “*7-Eleven Acquisition*” means the acquisition contemplated by the7-Eleven Acquisition Agreement.     “*7-Eleven Acquisition Agreement*” means the Asset Purchase Agreementdated June 1, 2007 among 7-Eleven, Inc., Vcom Financial Services, Inc., andCardtronics, LP, a Delaware limited partnership.     “*7-Eleven Acquisition Closing*” means the “Closing” as defined in the7-Eleven Acquisition Agreement.     “*Guaranty Supplements*” means (i) the Guaranty Supplement dated July,2007 between BNP Paribas, as Agent, and ATM National, LLC, and (ii) theGuaranty Supplement dated July, 2007 between BNP Paribas, as Agent, andCardtronics Holdings, LLC.”     “*Vcom Business*” means those services which are provided by the assetsacquired in the 7-Eleven Acquisition in addition to typical ATMtransactions, including, without limitation, check cashing, bill payment,money transfer and deposit taking services.     “*Vcom Negative EBITDA*” means, in respect of any calculation of AdjustedTarget EBITDA or EBITDA for any period ending during the first 18 monthsfollowing the 7-Eleven Acquisition Closing, the Target EBITDA of the VcomBusiness for such period to the extent such Target EBITDA is a negativenumber, in each case not to exceed $10 million in any period of fourconsecutive fiscal quarters.          (b) The definition of “Adjusted Target *EBITDA*” in Section 1.01 of the Credit Agreement isamended and restated to read as follows:     “*Adjusted Target EBITDA*” means, for any period, the sum of thefollowing, each calculated without duplication for the Target or the assetsacquired for such period or the Large Program Expenditure for such period,as the case may be: (1) Target EBITDA; plus (2) all of those expenses whichhave been deducted in calculating Target EBITDA for such period and whichwill be eliminated in the future upon the consummation of the proposedAcquisition by the Borrower or its Subsidiary as approved by Agent, withsuch other adjustments as are also approved by the Agent; minus (3) allincome or gains which have been added in calculating Target EBITDA for suchperiod and which will be eliminated in the future upon the consummation ofthe proposed Acquisition by the Borrower as approved by Agent; minus (4) anyVcom Negative EBITDA for such period.          (c) The definition of “*EBITDA*” in Section 1.01 of the Credit Agreement is amended and restatedto read as follows:Cardtronics Amendment No. 7
 

 
 3     “*EBITDA*” means, with respect to the Borrower and its Subsidiariesdetermined on a consolidated basis for the four (4) fiscal quartersimmediately preceding the most recent Financial Statement Delivery Date,without duplication, the result of net income less any non-cash income andany Vcom Negative EBITDA to the extent included in determining net incomeand without giving effect to any non-recurring items, expenses relating tothe compensation of sellers in connection with any Permitted Acquisitions orLarge Program Expenditures and other transaction expenses and costs pursuantto any Permitted Acquisition or Large Program Expenditure, extraordinarygains or losses from the sale of assets or write-down in the value of assetsowned by any Loan Party or any Subsidiary of any Loan Party during suchperiod plus depreciation, amortization, Interest Expense, book taxes andother non cash charges for such period, in each case to the extent deductedin determining net income; provided that, in the case of anyconsolidated Subsidiary of the Borrower that is not a Wholly-OwnedSubsidiary, the amount included in the calculation of EBITDA in respect ofany such items or any components thereof shall be the Owned Percentage ofthe amount that would otherwise be included in the absence of this proviso.          (d) The definition of “Domestic Subsidiary” in Section 1.01 of the Credit Agreement is amendedand restated to read as follows:     ““*Domestic Subsidiary*” means, with respect to any Person, anySubsidiary of such Person that is neither a CFC nor a Subsidiary that isheld directly or indirectly by a CFC.”          (e) The definition of “Loan Documents” in Section 1.01 of the Credit Agreement is amended andrestated to read as follows:     ““*Loan Documents*” means this Agreement, the Notes, the IntercreditorAgreement, the Guaranty Supplements or any other guaranty of the obligationsof the Borrower, any agreement with respect to a Derivative entered intowith a Lender or any Affiliate of a Lender existing from time to time andthe Security Documents.”          (f) The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is amended andrestated to read as follows:     “*Maturity Date*” means the seventh (7th) anniversary of theExecution Date, unless accelerated pursuant to Section 9.02.          (g) The definition of “Permanent Securities” in Section 1.01 of the Credit Agreement isamended and restated to read as follows:     “*Permanent Securities*” means (a) the Borrower’s 9.25% SeniorSubordinated Notes due August 15, 2013 in the original principal amount of$200,000,000 and (b) either (i) the Borrower’s 9.25% SeniorCardtronics Amendment No. 7
 

 
 4SubordinatedNotes due August 15, 2013 – Series B, or (ii) any other new notes withsubstantially similar covenants and subordination provisions as thosedescribed in clause (a) above, in either such case under this clause (b) inan original aggregate principal amount not to exceed $150,000,000 to beissued in connection with the 7-Eleven Acquisition.          (h) Section 8.03(c) of the Credit Agreement is amended and restated in full to read asfollows:     “Capitalized Lease Obligations and purchase money financing not toexceed $10,000,000 in the aggregate outstanding at any time; *provided*thatCapitalized Lease Obligations and purchase money financing of a Subsidiarythat is not a Wholly-Owned Subsidiary shall only be included in an amountequal to the Owned Percentage of such Subsidiary”.          (i) Section 8.03(i) of the Credit Agreement is amended and restated in full to read asfollows:     “Indebtedness in respect of the Permanent Securities in an aggregateprincipal amount not to exceed $350,000,000, less principal amounts paidthereunder from time to time;”          (j) Section 8.06 of the Credit Agreement is amended and restated in full to read as follows:     “Guaranties. None of the Loan Parties will, directly or indirectly,guarantee the Indebtedness of any Person, or permit any of its Subsidiariesto do so, except:     (a) endorsements of instruments for deposit or collection in theordinary course of business;     (b) guaranties of the Obligations in favor of the Agent, the Lenders orthe other holders of the Obligations evidenced by a Loan Document;     (c) guaranties by the Partnership of any obligations of theBorrower, or guaranties by the Borrower of any obligations of thePartnership, or guaranties by the Partnership or the Borrower of anyobligations of any other Subsidiary of the Borrower, in each case in respectof Indebtedness permitted hereby incurred in the ordinary course of businessand not otherwise prohibited hereby;     (d) guaranties of obligations of the Borrower under the Second LienLoan Documents;     (e) guaranties of obligations of the Borrower under the PermanentSecurities so long as such Subsidiaries are Guarantors hereunder.”Cardtronics Amendment No. 7
 

 
 5          (k) Section 8.12(b) of the Credit Agreement is amended and restated in full to read asfollows:     “(b) Senior Leverage Ratio. The Borrower will not permit atany time the Senior Leverage Ratio to be greater than the ratio set forthbelow for each corresponding period set forth below:     Four (4) Quarter Period Ending: Ratio:June 30, 2007  2.50:1.00 September 30, 2007  2.50:1.00 December 31, 2007  2.50:1.00 March 31, 2008  2.50:1.00 June 30, 2008  2.50:1.00 September 30, 2008  2.50:1.00 December 31, 2008  2.50:1.00 March 31, 2009  2.50:1.00 June 30, 2009  2.50:1.00 September 30, 2009  2.50:1.00 December 31, 2009 and each fiscal quarter-end thereafter  2.25:1.00           (l) Section 8.12(c) of the Credit Agreement is amended and restated in full to read asfollows:     “(c) Fixed Charge Coverage Ratio. The Borrower will not permitat any time the Fixed Charge Coverage Ratio to be less than the ratio setforth below for each corresponding period set forth below:     Four (4) Quarter Period Ending: Ratio:June 30, 2007  1.25:1.00 September 30, 2007  1.25:1.00 December 31, 2007  1.25:1.00 March 31, 2008  1.25:1.00 June 30, 2008  1.25:1.00 September 30, 2008  1.25:1.00 December 31, 2008  1.35:1.00 March 31, 2009  1.35:1.00 June 30, 2009  1.35:1.00 September 30, 2009  1.35:1.00 December 31, 2009 and each fiscal-quarter end thereafter  1.40:1.00 Cardtronics Amendment No. 7
 

 
 6          (m) Section 8.13(a) of the Credit Agreement is amended and restated as full to read asfollows:     Test Period Ending: Amounts:June 30, 2007 $60,000,000 September 30, 2007 $67,500,000 December 31, 2007 $72,500,000 March 31, 2008 and each fiscal quarter-end thereafter $75,000,000           SECTION 2. Conditions of Effectiveness of Amendment.  The amendments tothe Credit Agreement set forth in Section 1 shall become effective on the date (which shall be onor before August 30, 2007) (the “***Effective Date***”) when the Administrative Agent shall have receivedthe following, each in form and substance reasonably satisfactory to the Administrative Agent:     (a) counterparts of this Amendment executed by (i) the Borrower and each LoanParty, (ii) the Administrative Agent, and (iii) each of the Lenders;     (b) a certificate (i) of the secretary or an assistant secretary or otherResponsible Officer of each of the Loan Parties certifying (A) true and complete copiesof each of the articles or certificate of incorporation, organization or partnership, asapplicable, as amended and in effect, of such Person, the bylaws, regulations, operatingagreement, or agreement of limited partnership, as applicable, as amended and in effect,of such Person (or, in each case, that the same have not changed since the most recentcertified copies thereof delivered to the Administrative Agent in connection with theinitial Advance under the Credit Agreement or any amendments thereto) and theresolutions adopted by the Board of Directors, general partner, requisite members ormangers, as applicable, of such Person, (1) authorizing the execution, delivery andperformance by such Person of the Loan Documents to which it is or will be a party and,as to the Borrower, the Advances to be made hereunder, and (2) authorizing ResponsibleOfficers of such Person to negotiate, execute and deliver the Loan Documents to which itis or will be a party and any related documents, including, any agreement contemplatedby this Agreement, and (B) the incumbency and specimen signatures of the ResponsibleOfficers of such Person executing any documents on its behalf and (ii) of a ResponsibleOfficer of the Borrower certifying (which certification shall be deemed to be arepresentation and warranty by the Borrower for all purposes of the Credit Agreement),(A) that there has been no change in the businesses or financial condition of suchPerson which would reasonably be expected to have a Material Adverse Effect sinceDecember 31, 2006, (B) that the representations and warranties set forth in ArticleVI of the CreditAgreement and the representations and warranties set forth in the SecurityDocuments are true and correct in all material respects as of and as if suchrepresentations and warranties were made on, the Effective Date (unless suchrepresentation and warranty expressly relates to an earlier date), and (C) that noDefault or Event of Default shallCardtronics Amendment No. 7
 

 
 7have occurred and be continuing or would result fromthe transactions contemplated hereby, including the consummation of the 7-ElevenAcquisition and the issuance of the additional Permanent Securities;     (c) a favorable, signed opinions addressed to the Administrative Agent and theLenders from Vinson & Elkins L.L.P., counsel to the Loan Parties, in form and substancereasonably satisfactory to the Administrative Agent and its counsel;     (d) the Administrative Agent shall have received the payment for the AdministrativeAgent and the Lenders, as applicable, of all fees and expenses agreed upon by suchparties and the Borrower to be payable on or prior to the Effective Date, including thefees described in Section 5 below;     (e) certificates of appropriate public officials as to the existence, good standingand, if material, qualification to do business as a foreign corporation, as applicable,of the Loan Parties and their respective Subsidiaries, in each jurisdiction in which theownership of their properties or the conduct of their business requires suchqualifications;     (f) a solvency certificate, in form and substance reasonably satisfactory toAdministrative Agent, executed by the chief financial officer of the Borrower certifyingas to the solvency of each Loan Party before and after giving effect to the 7-ElevenAcquisition, the making of the first Advance after the Effective Date and theapplication of proceeds thereof;     (g) evidence reasonably satisfactory to the Agent that the Borrower has receivedall material governmental, shareholder and third party consents and/or approvalsnecessary to effect the 7-Eleven Acquisition, expiration of all applicable waitingperiods without any action being taken by any authority that could restrain, prevent orimpose any material adverse conditions on any of the Borrower and its Subsidiaries, orthe 7-Eleven Acquisition, or that could seek to restrain or threaten any of theforegoing, and the absence of any applicable law or regulation which in the reasonablejudgment of the Administrative Agent could have such material adverse conditions oreffect;     (h) such other consents, approvals, opinions or documents as the AdministrativeAgent may reasonably request.Cardtronics Amendment No. 7
 

 
 8          SECTION 3. Increase of Total Revolving Commitment. Effective as of theEffective Date, (a) each Person signing this Amendment as a “Lender” which was not a Lenderimmediately prior to the Effective Date (each such Person being a “***New Lender***”) shall become andshall be deemed to be a Lender for all purposes of the Loan Documents, (b) the TotalRevolving Commitment shall be increased by $50 million to a total of $175 million, and (c) theCommitment of each Lender shall be in the amount set forth under its signature herein.          SECTION 4. Requisite Lenders’ Consent. Effective as of the Effective Date,the Requisite Lenders as of the Effective Date consent to the 7-Eleven Acquisition pursuant toSection 5.04 of the Credit Agreement.          SECTION 5. Fees. On or before the Effective Date, the Borrower agrees to payto the Administrative Agent (a) for the account of each Lender party to the Credit Agreement priorto this Amendment (the “***Existing Lenders***”) an amendment fee (the “***Amendment Fee***”) equal to 0.125%of the amount of each Existing Lender’s Revolving Credit Commitment immediately prior to theEffective Date, (b) for the account of each Existing Lender that increases its Commitment pursuantto this Amendment (as shown on the signature pages herein), an additional fee in an amount equal to0.25% of the amount of such increase, (c) for the account of each New Lender, a fee equal to 0.25%of the amount of such New Lender’s Commitment as of the Effective Date, and (d) a structuring feefor the sole account of the Administrative Agent as separately agreed between the Borrower and theAdministrative Agent.          SECTION 6. Representations and Warranties. The Borrower represents andwarrants as follows:     (a) The execution, delivery and performance by each of the Borrower and each of theother Loan Parties of this Amendment and the consummation of the transactions contemplatedhereby are within its corporate powers, have been duly authorized by all necessary corporateaction and do not contravene (i) its charter or by-laws or (ii) any law or any contractualrestriction binding on or affecting it the contravention of which would be reasonably likelyto have a Material Adverse Effect.     (b) After giving effect to this Amendment, the representations and warranties containedin each of the Loan Documents are correct in all material respects on and as of the datehereof as though made on and as of such date (other than any such representations orwarranties that, by their terms, refer to a specific date, in which case as of such specificdate).     (c) After giving effect to this Amendment, no event shall have occurred and becontinuing that constitutes a Default.          SECTION 7. Reference to and Effect on the Credit Agreement and the LoanDocuments.     (a) On and after the effectiveness of this Amendment, each reference in the CreditAgreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring tothe Credit Agreement, and each reference in the Notes and each of the other Loan Documentsto “the Credit Agreement”, “thereunder”, “thereof” or words of likeCardtronics Amendment No. 7
 

 
 9import referring to the Credit Agreement, shall mean and be a reference to the CreditAgreement, as amended by this Amendment.     (b) Each of the Credit Agreement, the Notes and each of the other LoanDocuments, as specifically amended by this Amendment, is and shall continue to be in fullforce and effect and is hereby in all respects ratified and confirmed. Without limiting thegenerality of the foregoing, the Guaranty does and shall continue to guarantee theGuaranteed Obligations, in each case, as amended by this Amendment.     (c) The execution, delivery and effectiveness of this Amendment shall not,except as expressly provided herein, operate as a waiver of any right, power or remedy ofany Lender or the Administrative Agent under any of the Loan Documents, nor constitute awaiver of any provision of any of the Loan Documents. On and after the effectiveness ofthis Amendment, this Amendment shall for all purposes constitute a Loan Document.          SECTION 8. Execution in Counterparts. This Amendment may be executed in anynumber of counterparts and by different parties hereto in separate counterparts, each of which whenso executed shall be deemed to be an original and all of which taken together shall constitute butone and the same agreement. Delivery of an executed counterpart of a signature page to thisAmendment by telecopier shall be effective as delivery of a manually executed counterpart of thisAmendment.          SECTION 9. Governing Law. This Amendment shall be governed by, andconstrued in accordance with, the laws of the State of New York.[*The remainder of this page is intentionally left blank*]Cardtronics Amendment No. 7
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by theirrespective officers thereunto duly authorized, as of the date first above written.                Borrower           CARDTRONICS, INC.           By /s/ Jack M. Antonini             Name: Jack M. Antonini      Title: President and Chief Executive Officer           Guarantors           CARDTRONICS, LP           By: CARDTRONICS GP, INC.,      its general partner           By: /s/ Jack M. Antonini             Name: Jack M. Antonini      Title: President           CARDTRONICS GP, INC.           By: /s/ Jack M. Antonini             Name: Jack M. Antonini      Title: President           CARDTRONICS LP, INC.           By: /s/ Peter J. Winnington             Name: Peter J. Winnington      Title: President  Cardtronics Amendment No. 7
 

 
                BNP PARIBAS, as Administrative Agent           By /s/ Sean Davenport             Name: Sean Davenport      Title: Director           By /s/ Matthew R. Wyatt             Name: Matt Wyatt      Title: Vice President  Cardtronics Amendment No. 7
 

 
         *Lenders*:           BNP PARIBAS, as Lender           By /s/ Sean Davenport             Name: Sean Davenport      Title: Director     By /s/ Matthew R. Wyatt             Name: Matt Wyatt           Commitment: $24,500,000  Cardtronics Amendment No. 7
 

 
         *Lenders*:           Bank of America, N.A.           By /s/ Gary L. Mingle             Name: Gary L. Mingle      Title: Senior Vice-President           Commitment: $24,500,000  Cardtronics Amendment No. 7
 

 
         *Lenders*:           JPMorgan Chase Bank, N.A.           By /s/ Michael Becker             Name: Michael Becker      Title: Vice-President           Commitment: $22,000,000  Cardtronics Amendment No. 7
 

 
         *Lenders*:           Wells Fargo Bank, N.A.           By /s/ John Kallina             Name: John Kallina      Title: Senior Vice-President           Commitment: $22,000,000  Cardtronics Amendment No. 7
 

 
         *Lenders*:           GENERAL ELECTRIC CAPITAL CORPORATION           By /s/ Jeffrey Skinner             Name: Jeffrey Skinner      Title: Duly Authorized Signatory           Commitment: $22,000,000  Cardtronics Amendment No. 7
 

 
         *Lenders*:           AMEGY BANK NATIONAL ASSOCIATION           By /s/ David C. Moriniere             Name: David C. Moriniere      Title: Vice-President           Commitment: $22,000,000  Cardtronics Amendment No. 7
 

 
         *Lenders*:           Allied Irish Banks, plc.           By /s/ Gregory J. Wiske             Name: Gregory J. Wiske      Title: Vice President           By /s/ Denise Magyer             Name: Denise Magyer      Title: Vice President           Commitment: $19,500,000  Cardtronics Amendment No. 7
 

 
         *Lenders*:           Compass Bank           By /s/ Payton K. Swope             Name: Payton K. Swope      Title: Vice President           Commitment: $18,500,000  Cardtronics Amendment No. 7