Exhibit 10.1
    
    EXECUTION COPY
 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS
AGREEMENT. THE REDACTIONS ARE INDICATED WITH FIVE ASTERISKS (*****). A COMPLETE VERSION OF THIS
AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
 SECOND AMENDMENT TO CONTRACT CASH SOLUTIONS AGREEMENT
 Amendment Clients Wells
Fargo
  Agreement
      Definitions
   Amendments
 Maximum Available Amount
 Fees




---



##### 



General Fee
Letter
 Term
 General Stated Termination
Date Actual Termination Date
  Conditions Precedent
      Representations and Warranties; Acknowledgments
  - 2 -




---



##### 



General Provisions
 Counterparts
 Facsimile Signatures
 Section Headings
 Costs and Expenses
 Successors and Assigns
 Governing Law
 Entire Agreement; Modification
 [Balance of Page Intentionally Left Blank. Signature Page Follows]
 - 3 -




---



##### 



IN WITNESS WHEREOF
 CARDTRONICS USA, INC.
    
    WELLS FARGO BANK, NATIONAL ASSOCIATIONBy:
    
    /s/ Michael H. Clinard

Name: Michael H. Clinard
    
    By:
    
    /s/ John Kallina

John KallinaTitle: President, Global Services
    
    
    
    Vice PresidentCARDTRONICS, INC.By:
    
    /s/ Michael H. ClinardName: Michael H. ClinardTitle: President, Global Services
 - 4 -




---



##### 



Amended and Restated Fee Letter
  
     Yours very truly,
WELLS FARGO BANK, NATIONAL ASSOCIATIONBy:
    /s/ John KallinaName:
    
    John KallinaTitle:
    
    VP




---



##### 



CARDTRONICS, INC.By: 
Name:
    
    /s/ Michael H. Clinard

Michael H. ClinardTitle:
    
    President, Global ServicesCARDTRONICS USA, INC.By: 
Name:
    
    /s/ Michael H. Clinard

Michael H. ClinardTitle:
    
    President, Global Services
 2




---



##### 



EXHIBIT A
 Fees
 1.
    
    Monthly Fee. Clients shall pay a monthly fee as calculated in accordance with the
following formula:
        2.
    
    Definitions. The following terms when used in this Exhibit A shall have the
following meanings:
 a)
    
    *****b)
    
    *****c)
    
    *****d)
    
    *****e)
    
    *****f)
    
    Daily Three Month LIBOR means, for each day, LIBOR then in effect for
delivery for a three month period on such day or if such day is not a Business Day on
the immediately preceding Business Day.g)
    
    LIBOR means the rate per annum determined pursuant to the following
formula:
 LIBOR =
    
    Base LIBOR100% - LIBOR Reserve Percentage
 (a)
    
    Base LIBOR means the rate per annum for United States dollar
deposits quoted by Wells Fargo for the purpose of calculating the effective
rate for loans that reference Daily Three Month LIBOR as the Inter-Bank Market
Offered Rate in effect from time to time for three month delivery of funds in
amounts approximately equal to the Average Daily LIBOR Tranche
 3




---



##### 



Dollars Outstanding. Each Client understands and agrees that Wells Fargo
may base its quotation of the Inter-Bank Market Offered Rate upon such
offers or other market indicators of the Inter-Bank Market as Wells Fargo in
its discretion deems appropriate, including but not limited to the rate
offered for U.S. dollar deposits on the London Inter-Bank Market.(b)
    
    LIBOR Reserve Percentage means the reserve percentage
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for Eurocurrency Liabilities (as defined in Regulation D of the
Federal Reserve Board, as amended), adjusted by Wells Fargo for expected
changes in such reserve percentage during the applicable term of the Agreement.
 h)
    
    Wells Fargo FF Margin means ***** basis points.i)
    
    Wells Fargo LIBOR Margin means ***** basis points.j)
    
    *****
 3.
    
    Ancillary Services and Charges. Clients shall also pay the customary charges and
fees of Wells Fargo for the ancillary services set forth on Exhibit B to the Fee Letter, which
Exhibit reflects the current charges on the date of this Agreement. Wells Fargos standard
treasury and cash management agreements will apply to all ancillary services such as wire
transfers, ACH services and the like.
 4




---



##### 



EXHIBIT B
 Form of Monthly Billing Statement
  Wells Fargo Treasury Management Proposal
 Cardtronics
  (Below are Monthly Volume andActivity Charges Examples)WF
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Monthly
    
    ActivityCode
    
    TMA Code
    
    Service Description
    
    Charge Basis
    
    Price
    
    Volume
    
    ChargesCash Vault08156
    
    
    100199
    
    
    ATM Contract Cash Balance/Location
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****08190
    
    
    100140
    
    
    Cash Vault Cash Order-Call IN
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****08189
    
    
    100141
    
    
    Cash Vault Cash Order-Touchtone
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****08182
    
    
    100141
    
    
    Cash Vault Cash Orders-CEO
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****08115
    
    
    100146
    
    
    Cash Vault Coin Furnished-Std Box
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****08124
    
    
    100000
    
    
    Cash Vault Currency Furn-Bundle
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****08416
    
    
    100199
    
    
    Cash Vault Currency Furnished
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****08290
    
    
    100199
    
    
    Cash Vault Currency/Coin Deposited
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****08160
    
    
    100501
    
    
    Cash Vault Deposit Adjustment
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****CVBSE
    
    
    100100
    
    
    Cash Vault Monthly Base
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****VLTRT
    
    
    100199
    
    
    Cash Vault Retn Dup Deposit Ticket
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****08801
    
    
    109999
    
    
    Contract Cash ATM Settlement
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****08151
    
    
    100100
    
    
    Contract Cash Balance/Settlement
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****08152
    
    
    100199
    
    
    Contract Cash [Interest] Expense
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****08601
    
    
    100141
    
    
    Expanded Network Cash Order-Std
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****08611
    
    
    100199
    
    
    Expanded Network Currency Deposited
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****08604
    
    
    100199
    
    
    Expanded Network Currency Furnished
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****08616
    
    
    100501
    
    
    Expanded Network Deposit Adjustment
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****Subtotal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *
    ****




---



##### 



(Below are Monthly Volume andActivity Charges Examples)WF
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Monthly
    
    ActivityCode
    
    TMA Code
    
    Service Description
    
    Charge Basis
    
    Price
    
    Volume
    
    ChargesGeneral Account ServicesCK011
    
    
    010101
    
    
    Credits Posted
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****CK018
    
    
    250201
    
    
    Electronic Credits Posted
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****CK019
    
    
    250200
    
    
    Electronic Debits Posted
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****22992
    
    
    401001
    
    
    Image PC Request-Electronic Deliver
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****
    
    
    *
    ****Subtotal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *
    ****Total Monthly Activity Charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *
    ****
 
 *
    
    The ***** balancing fee is for 3800 Non-VCOM ATMs. If the volume of ATMs increase pricing is subject to change.