##### 



Exhibit 10.1
   ASSET PURCHASE AGREEMENT
 BY AND AMONG
 7-ELEVEN, INC.,
 VCOM FINANCIAL SERVICES, INC.
 AND
 CARDTRONICS, LP
 DATED AS OF JUNE 1, 2007




---



##### 



TABLE OF CONTENTS
 PageARTICLE I
    
    DEFINITIONS
    
    
    11.1
    
    Definitions
    
    
    11.2
    
    Other Definitional Provisions.
    
    
    61.3
    
    Cross Reference of Other Definitions
    
    
    6ARTICLE II
    
    PURCHASE AND SALE; ASSUMPTION OF CERTAIN LIABILITIES;
CLOSING
    
    
    82.1
    
    Purchase and Sale.
    
    
    82.2
    
    Net Working Capital
    
    
    102.3
    
    Closing.
    
    
    122.4
    
    Closing Transactions
    
    
    122.5
    
    Apportionment
    
    
    13ARTICLE III
    
    CONDITIONS TO CLOSING
    
    
    143.1
    
    Conditions to Each Partys Obligation
    
    
    143.2
    
    Conditions to the Purchasers Obligation
    
    
    143.3
    
    Conditions to the Sellers Obligation
    
    
    16ARTICLE IV
    
    COVENANTS PRIOR TO CLOSING
    
    
    164.1
    
    Mutual Covenants of the Parties.
    
    
    164.2
    
    Covenants of the Sellers.
    
    
    194.3
    
    Covenants of the Purchaser.
    
    
    23ARTICLE V
    
    REPRESENTATIONS AND WARRANTIES OF THE SELLERS
    
    
    245.1
    
    Organization and Corporate Power
    
    
    245.2
    
    Authorization of Transactions
    
    
    245.3
    
    Absence of Conflicts
    
    
    255.4
    
    Financial Statements and Related Matters.
    
    
    255.5
    
    Absence of Undisclosed Liabilities
    
    
    265.6
    
    Absence of Certain Developments
    
    
    265.7
    
    Assets.
    
    
    265.8
    
    Taxes
    
    
    275.9
    
    Contracts and Commitments.
    
    
    285.10
    
    Proprietary Rights.
    
    
    285.11
    
    Litigation; Proceedings
    
    
    295.12
    
    Brokerage
    
    
    295.13
    
    Governmental Licenses and Permits
    
    
    295.14
    
    Employee Matters
    
    
    30
 i




---



##### 



Page5.15
    
    Employee Benefit Matters.
    
    
    305.16
    
    Compliance with Laws
    
    
    305.17
    
    Convenience Store Business
    
    
    315.18
    
    Theft
    
    
    31ARTICLE VI
    
    REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
    
    
    316.1
    
    Organization and Corporate Power
    
    
    316.2
    
    Authorization of Transaction
    
    
    316.3
    
    Absence of Conflicts
    
    
    326.4
    
    Litigation
    
    
    326.5
    
    Brokerage
    
    
    326.6
    
    Availability of Funds
    
    
    326.7
    
    HSR Act
    
    
    32ARTICLE VII
    
    TERMINATION
    
    
    337.1
    
    Termination
    
    
    337.2
    
    Effect of Termination; Specific Performance.
    
    
    337.3
    
    Return of Documentation
    
    
    34ARTICLE VIII
    
    INDEMNIFICATION AND RELATED MATTERS
    
    
    348.1
    
    Survival
    
    
    348.2
    
    Indemnification.
    
    
    34ARTICLE IX
    
    ADDITIONAL AGREEMENTS
    
    
    399.1
    
    Continuing Assistance
    
    
    399.2
    
    Tax Matters.
    
    
    399.3
    
    Public Announcements
    
    
    409.4
    
    Further Transfers
    
    
    409.5
    
    Expenses
    
    
    409.6
    
    Restrictive Covenants.
    
    
    409.7
    
    Vault Cash and Replacement Vault Cash Facility
    
    
    419.8
    
    Employee Matters
    
    
    429.9
    
    Allocation of Purchase Price
    
    
    429.10
    
    Third Party Consents
    
    
    429.11
    
    Bulk Sales Law
    
    
    43ARTICLE X
    
    MISCELLANEOUS
    
    
    4310.1
    
    Amendment and Waiver
    
    
    4310.2
    
    Notices
    
    
    4310.3
    
    Binding Agreement; Assignment
    
    
    4410.4
    
    Severability
    
    
    4410.5
    
    No Strict Construction
    
    
    4410.6
    
    Captions
    
    
    44
 ii




---



##### 



Page10.7
    
    Entire Agreement
    
    
    4410.8
    
    Counterparts
    
    
    4510.9
    
    Governing Law
    
    
    4510.10
    
    Parties in Interest
    
    
    4510.11
    
    Director and Officer Liability
    
    
    4510.12
    
    Disclosure Generally
    
    
    45
 iii




---



##### 



INDEX OF SCHEDULES AND EXHIBITS
 Schedules to Asset Purchase Agreement
 
 Sellers Disclosure Schedules
 
 Purchaser Disclosure Schedules
 
 Exhibits
 Exhibit A
    
    Bill of Sale and Assignment and AssumptionExhibit B
    
    Network Services AgreementExhibit C
    
    Placement AgreementExhibit D
    
    Indemnity Letter Assignment
 iv




---



##### 



ASSET PURCHASE AGREEMENT
 7-Eleven VFS Sellers Purchaser Parties Party
   ARTICLE I
DEFINITIONS
 Definitions
 Acquired Parts and Equipment Acquired Assets Schedule
 Affiliate
 Agreement
 Antitrust Laws
 ATM Kiosks Acquired Assets Schedule provided however
 Business
 1




---



##### 



Business Data
 Business Day
 Cash Purchase Agreement
 Claims Section 8.2(f) Section 8.2(h) Section 8.2(l)
 Closing Indebtedness Amount
 Code
 Contact Executive
 Current Assets
 Current Liabilities
 Customer Data
 2




---



##### 



ERISA
 GAAP
 Governmental Entity
 HSR Act
 Indebtedness
 Knowledge
 Licenses
 Liens
 Permitted Encumbrances
 3




---



##### 



Permitted Encumbrance Schedule
 Person
 Proprietary Rights
 Purchaser Disclosure Schedule
 Purchaser Material Adverse Effect
 Seller Material Adverse Effect provided however
 4




---



##### 



Sellers Disclosure Schedule
 Subsidiary
 Tax Returns
 Taxes
 Transaction Documents
 Treasury Regulations
 Vcom Kiosks
 5




---



##### 



provided
 Warehoused ATM Kiosks and Vcom Kiosks Acquired Assets Schedule
 Wells Fargo Bank
 Working Capital
 Other Definitional Provisions
 Accounting Terms
 Hereof, etc.
 Successor Laws
 Cross Reference of Other Definitions
 Term
    
    Section1060 Forms
    
    9.97-Eleven
    
    Preface7-Eleven Acquired Assets
    
    2.1(a)(i)7-Eleven Assumed Contracts
    
    2.1(c)(i)(A)7-Eleven Assumed Liabilities
    
    2.1(c)(i)Acquired Assets
    
    2.1(a)(ii)Acquisition Transaction
    
    4.2(f)Allocation
    
    9.9Applicable Limitation Date
    
    8.1Assumed Contracts
    
    2.1(c)(ii)(A)Assumed Liabilities
    
    2.1(c)(ii)ATMs
    
    9.7Audited Financial Statements
    
    4.2(g)Balance Sheet Date
    
    5.4(a)Bill of Sale and Assignment
    
    2.4(a)(i)Business Employees
    
    5.14
 6




---



##### 



Term
    
    SectionBusiness Intellectual Property
    
    5.10(b)Cap
    
    8.2(b)(iv)Cash Portion
    
    2.1(e)(ii)Closing
    
    2.3(a)Closing Date
    
    2.3(a)Closing Transactions
    
    2.4Confidentiality Agreement
    
    4.2(c)Cure Period
    
    7.1(b)(i)Determination
    
    2.2(b)Disputed Matter
    
    2.2(b)Economic Effect Time
    
    2.3(b)Employee
    
    9.6(b)Excluded Liabilities
    
    2.1(d)Final Working Capital Statement
    
    2.2(b)Financial Statements
    
    5.4(a)Gap Cash
    
    9.7Indemnified Person
    
    8.2(e)Indemnifying Party
    
    8.2(e)Indemnity Letter Assignment
    
    2.4(a)(v)Known Breaches
    
    3.2(a)Latest Balance Sheet
    
    5.4(a)Laws
    
    5.16Loss Threshold
    
    8.2(b)(ii)Necessary Employees
    
    3.2(d)Network Services Agreement
    
    2.4(a)(iii)Non-Competition Group
    
    9.6(a)Party
    
    PrefacePlacement Agreement
    
    2.4(a)(iv)Property Taxes
    
    9.2(a)(i)Purchase Price
    
    2.1(e)Purchase Price Allocation Schedule
    
    9.9Purchaser
    
    PrefacePurchaser Parties
    
    8.2(a)Purchasers Dispute Report
    
    2.2(b)Replacement Vault Cash Facility
    
    9.7Scheduled Proprietary Rights
    
    5.10(a)Seller Group
    
    4.2(f)Sellers
    
    PrefaceSellers Employee Benefit Plan
    
    5.15(a)Seller Parties
    
    4.2(c)Supplemental Disclosure Item
    
    4.2(e)(ii)Supplemental Disclosure Letter
    
    4.2(e)(ii)Supplemental Working Capital Report
    
    2.2(a)Termination Date
    
    7.1(b)(iii)
 7




---



##### 



Term
    
    Sectionthird-party action
    
    8.2(e)Transferred Employees
    
    9.8Transition Services Agreement
    
    4.1(d)Vault Cash
    
    9.7VFS
    
    PrefaceVFS Acquired Assets
    
    2.1(a)(ii)VFS Assumed Contracts
    
    2.1(c)(ii)(A)VFS Assumed Liabilities
    
    2.1(c)(ii)Working Capital Statement
    
    2.2(a)
 ARTICLE II
PURCHASE AND SALE; ASSUMPTION OF CERTAIN LIABILITIES; CLOSING
 Purchase and Sale
 Acquired Assets
 7-Eleven Assets Acquired Assets
Schedule 7-Eleven Acquired Assets
 VFS Assets Acquired Assets Schedule VFS Acquired Assets Acquired Assets
 Excluded Assets Acquired Assets Schedule
 8




---



##### 



Assumed Liabilities
 7-Eleven Assumed Liabilities Section 2.1(d) 7-Eleven Assumed Liabilities
 7-Eleven
Assumed Contracts Acquired Contracts Schedule
  Section 9.2
 Assumed Liabilities Schedule
 VFS Assumed Liabilities Section 2.1(d) VFS Assumed Liabilities Assumed Liabilities
 VFS Assumed
Contracts Assumed
Contracts Acquired Contracts Schedule
  Section 9.2
  Excluded Liabilities Section 2.1(c)
 9




---



##### 



Excluded
Liabilities
 Purchase Price for Acquired Assets Purchase Price
  Cash Portion
 Net Working Capital
 Working Capital Statement Supplemental Working Capital Report
  10




---



##### 



Purchasers Dispute Report Disputed Matter Determination Final Working Capital
Statement
 Section 2.2(c) Section 2.2(b)
 11




---



##### 



Section 2.2(d)
 Closing
 Closing Closing
Date
 Economic Effect Time
 Closing Transactions Closing Transactions
 Sellers Delivery Obligations
 Bill of Sale and Assignment Exhibit
A Bill of Sale and Assignment
 Transition Services Agreement
 Network Services Agreement Exhibit B Network Services Agreement
 12




---



##### 



Placement Agreement Exhibit C Placement
Agreement
 Indemnity Letter Assignment Exhibit D Indemnity Letter Assignment
 Certificate and Resolutions Section
3.2(c)
 Consents Required Consent Schedule
 Purchaser Delivery Obligations
 Cash Portion
 Bill of Sale and Assignment
 Transition Services Agreement
 Network Services Agreement
 Placement Agreement
 Certificates and Resolutions Section
3.3(b)
 Apportionment
 13




---



##### 



ARTICLE III
CONDITIONS TO CLOSING
 Conditions to Each Partys Obligation
 Governmental Consents and Approvals
 No Injunctions or Restraints
 No Action
 Conditions to the Purchasers Obligation
 Compliance with Representations and Covenants Article V Section 3.2(a) Article V
 14




---



##### 



Section 8.2 Section 8.2(b)(ii) Known Breach Section 3.2(a) provided , however Article VIII Section
8.2(b)(ii)
 Required Consents Required Consent Schedule
 Financial Statements
 Employment Agreements Necessary
Employees Schedule Necessary Employees
 Store Locations
 Material Adverse Change
 Officers Certificate
 Section
3.2(a)
  Closing Documents Section 2.4(a)
 Section 3.2 provided
 15




---



##### 



Conditions to the Sellers Obligation
 Compliance with Representations and Covenants Article VI
 Officers Certificate
 Section 3.3(a)
  Vault Cash Agreement
 Closing Documents Section 2.4(b)
 Section 3.3 provided
 ARTICLE IV
COVENANTS PRIOR TO CLOSING
 Mutual Covenants of the Parties
 Governmental Filings
 16




---



##### 



Additional Agreements
 Investigation; No Other Representations or Warranties
  17




---



##### 



Article V Article V
  Article V
 Article VI
 18




---



##### 



Additional Agreements Transition
Services Agreement
 Covenants of the Sellers
 Conduct of the Business
      Permits Schedule
  Negative Operating Covenants
  19




---



##### 



Employee Schedule
   Access and Information
 Business Data
 provided
  20




---



##### 



Section 4.2(c)(i) Confidentiality Agreement Seller Parties
 Customer Data
 Third Party Consents Required Consent Schedule provided
 21




---



##### 



Notification of Certain Matters
  Supplemental Disclosure Item Supplemental Disclosure Letter Section 7.1(b)(i)
 No Shop Seller Group Acquisition
Transaction
 Financial Information
 22




---



##### 



Audited Financial
Statements Section 4.2(g) Section 5.4(a)
 Removal of Money Order Functionality
 Covenants of the Purchaser
 Notification of Certain Matters
 Access to Information
 23




---



##### 



Notification of Breach provided
 Financing
 Antitrust Laws
 ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF THE SELLERS
  Organization and Corporate Power
 Authorization of Transactions
 24




---



##### 



Absence of Conflicts Sellers Conflicts
Schedule
 Financial Statements and Related Matters
 Financial Statements Financial Statements Schedule Financial Statements Schedule Latest Balance Sheet Balance Sheet Date Financial Statements Schedule Financial Statements Section
4.3(g)
 25




---



##### 



Receivables
 Absence of Undisclosed Liabilities Liabilities
Schedule
 Absence of Certain Developments Developments
Schedule Section 4.2(b)
 Assets
 Assets Schedule Assets Schedule
 26




---



##### 



ALL WAREHOUSED ATM KIOSKS AND VCOM KIOSKS AND ALL ACQUIRED PARTS AND
EQUIPMENT ARE BEING SOLD AND TRANSFERRED ON AN AS IS, WHERE IS BASIS, WITH ALL FAULTS AND
DEFECTS, AND THE SELLERS MAKE NO REPRESENTATION OR WARRANTY, EITHER EXPRESSED OR IMPLIED, OF ANY
KIND AS TO THE CONDITION OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY WAREHOUSED ATM
KIOSKS AND VCOM KIOSKS OR ANY ACQUIRED PARTS AND EQUIPMENT
 Asset Schedule Section 5.7(b)
 Lease Schedule Lease Schedule Section
5.7(c)
 Taxes Taxes Schedule
 27




---



##### 



Contracts and Commitments
 Excluded Contracts Schedule Acquired Contracts Schedule Excluded Contracts Schedule
 Acquired Contracts Schedule Acquired Contracts Schedule Acquired Contracts Schedule Acquired Contracts Schedule Acquired Contracts Schedule
 Acquired Contracts Schedule
 Proprietary Rights
 Proprietary Rights Schedule Scheduled Proprietary Rights Proprietary Rights Schedule
 28




---



##### 



Proprietary Rights Schedule Acquired
Contracts Schedule Proprietary Rights Schedule Business
Intellectual Property Proprietary Rights Schedule Acquired Contracts Schedule
 Proprietary Rights Schedule
 Litigation; Proceedings Litigation Schedule
 Brokerage Brokerage Schedule
 Governmental Licenses and Permits Permits Schedule Permits Schedule
 29




---



##### 



Employee Matters Business Employees Schedule Business Employees
 Employee Benefit Matters
 Sellers Employee Benefit Plan
  Compliance with Laws Laws
 30




---



##### 



Convenience Store Business
 Theft
 ARTICLE VI
REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER
 Purchaser Disclosure Schedule
 Organization and Corporate Power
 Authorization of Transaction
 31




---



##### 



Absence of Conflicts Purchaser Conflicts
Schedule provided
 Litigation
 Brokerage
 Availability of Funds
 HSR Act
 32




---



##### 



ARTICLE VII
TERMINATION
 Termination
   Cure Period provided however
  Termination Date provided however
 Effect of Termination; Specific Performance
 Section 7.2(b) 7.2(c) Article I Article VII Section 9.5 Article X
 Section 7.1(b)(i) Section 7.1(b)(iii)
 33




---



##### 



Section 3.2(d) Section 3.3
 Section
7.1(b)(i)
 Return of Documentation Section 7.1
 ARTICLE VIII
INDEMNIFICATION AND RELATED MATTERS
 Survival Sections 5.1 5.2 5.3 6.1 6.2 6.3 Applicable Limitation Date Article VIII Section 8.1
 Indemnification
 34
       Purchaser Parties
    Section 8.2(a)
 Section 8.2(a)(i)
 Section 8.2(a)(i) Section 8.2(a)(i) Loss
Threshold Section 8.2
 Section 8.2(a) Cap
 Section 3.2(a) Section 8.2(b)(ii)
 35
           Section 8.2(c)
 Section 8.2(c)(i)
 Section 8.2(c)(i) Section 8.2(c)(i) Section 8.2
 Section 8.2(c)
  36




---



##### 



Indemnified
Person Indemnifying Party third-party action Article VIII provided however
 provided however
   provided however
 37




---



##### 



Article VIII
 Article VIII
   Section 8.2
 Article VIII
   38




---



##### 



ARTICLE IX
ADDITIONAL AGREEMENTS
 Continuing Assistance
 Tax Matters
 Apportionment of Ad Valorem and Property Taxes
 Property Taxes prorated prorating
  Transfer Taxes
 39




---



##### 



Public Announcements
 Further Transfers
 Expenses
 Restrictive Covenants
 Non-Competition Non-Competition Group Section 9.6 Competing Business
 40




---



##### 



provided
 Mutual Non-Solicitation Employee provided however Section
9.6 Section 9.6
 Remedy for Breach Section 9.6 Section 9.6
 Vault Cash and Replacement Vault Cash Facility Gap
Cash Wells Fargo Vault Cash Replacement
Vault Cash Facility
 41




---



##### 



Employee Matters Employee List Transferred Employees
 Allocation of Purchase Price Purchase Price Allocation Schedule Allocation Purchase Price Allocation Schedule 1060 Forms
 Third Party Consents Section 4.2(d) provided
 42




---



##### 



provided
 Bulk Sales Law
 ARTICLE X
MISCELLANEOUS
 Amendment and Waiver provided
 Notices Section 10.2
 43




---



##### 



Notices to the Sellers:
    
    with a copy to:7-Eleven, Inc.
One Arts Plaza
1722 Routh Street, Suite 1000
Dallas, Texas 75201
Attn: General Counsel
Fax: 972.828.7119
    
    Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201
Attention: Jeffrey A. Chapman
Fax: 214.999.7797
Attention: David L. Babin, Jr.
Fax: 214.999.7808Notices to the Purchaser:
    
    with a copy to:Cardtronics, LP
    
    Locke Liddell & Sapp LLP3110 Hayes Road, Suite 300
    
    600 Travis, Suite 3400Houston, Texas 77082
    
    Houston, Texas 77002Attention: Michael E. Keller
    
    Attention: Gregory C. HillFax: 281.892.0102
    
    Fax: 713.223.3717
 Binding Agreement; Assignment provided provided however
 Severability
 No Strict Construction
 Captions
 Entire Agreement
 44




---



##### 



Counterparts
 Governing Law
 Parties in Interest
 Director and Officer Liability
 Disclosure Generally Sellers Disclosure Schedule
 45




---



##### 



CARDTRONICS, LPBy:
    /s/ Jack M. AntoniniName:
    Jack M. AntoniniTitle:
    President & CEO7-ELEVEN, INC.By:
    /s/ Stanley W. ReynoldsName:
    Stanley W. ReynoldsTitle:
    Senior Vice President and Chief Financial OfficerATTEST:/s/ Shawn E. ShearerShawn E. ShearerAssistant SecretaryVCOM FINANCIAL SERVICES, INC.By:
    /s/ Stanley W. ReynoldsName:
    Stanley W. ReynoldsTitle:
    Senior Vice President and Chief Financial Officer of 7-Eleven, Inc. and Authorized
Signer on Behalf of Vcom Financial Services, Inc.ATTEST:/s/ Shawn E. ShearerShawn E. ShearerAssistant Secretary 46