Exhibit 10.1







			
	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




     THIS SECOND AMENDMENT TO CONTRACT CASH SOLUTIONS AGREEMENT (this “Amendment”), dated
and effective as of July 19, 2009, is made and entered into among CARDTRONICS USA, INC. and
CARDTRONICS, INC. (the “Clients”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells
Fargo”).



R E C I T A L S:




     A. Clients and Wells Fargo entered into a Contract Cash Solutions Agreement, dated as of
July 20, 2007 (as modified or amended from time to time, the “Agreement”).



     B. Wells Fargo and Clients desire to extend Stated Termination Date to July 20, 2011.



     C. Clients have requested that Wells Fargo increase the maximum available amount of Cash
available during non-holiday periods.



     D. Subject to and on the terms and conditions of this Amendment, Wells Fargo is willing to
increase the maximum available amount to $400,000,000 during non-holiday periods and to extend the
Stated Termination Date.



     NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows, intending to be legally bound:



ARTICLE I




Definitions




     Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall
have the meanings assigned to such terms in the Agreement.



ARTICLE II




Amendments 




     Section 2.1 Maximum Available Amount. Section II.C. is amended by deleting the
reference to “$375,000,000” and inserting in lieu thereof a reference to “$400,000,000”.



     Section 2.2 Fees. Section VII.A. is amended and restated in its entirety to read as
follows:



 









 






     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 (as amended, amended and restated or otherwise modified in writing, the “Fee
Letter”), which is hereby incorporated into this Agreement. Fees may be changed by
Wells Fargo on 90 days prior notice to Clients and Clients are free to accept such changes
or terminate this Agreement as provided herein prior to the expiration of such notice
period; provided, however, that if Clients do not accept such changes, such changes will
nonetheless apply from the effective date thereof until termination.



     Section 2.3 Term. Section XI.A. is amended and restated in its entirety to read as
follows:




     General. The initial term of this Agreement expires on July 20, 2009. The
Parties have agreed, pursuant to a written amendment to the Agreement to a renewal term
commencing on July 20, 2009, and expiring on July 20, 2011 (the “Stated Termination
Date”), unless earlier terminated by a Party as provided or permitted in this Agreement
(the “Actual Termination Date”).



ARTICLE III




Conditions Precedent




     The effectiveness of this Amendment is subject to the satisfaction of the following conditions
precedent:




     (a) Clients and Wells Fargo shall have executed and delivered this Amendment;




     (b) Clients shall have accepted in writing the Fee Letter dated as of the date of this
Amendment; and




     (c) Clients shall have provided to Wells Fargo such other and further documents and
instruments, if any, as Wells Fargo may reasonably request.



ARTICLE IV




Representations and Warranties; Acknowledgments




     Each of the parties represents and warrants to the others that (i) the execution, delivery and
performance of this Amendment has been duly authorized by all requisite action on its part; and
(ii) it is in compliance with the terms and agreement contained in the Agreement applicable to it.



- 2 -









 





ARTICLE V




General Provisions




     Section 5.1 Counterparts. This Amendment may be executed 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.



     Section 5.2 Facsimile Signatures. Delivery by fax of an executed counterpart of a
signature page to this Amendment shall be effective as delivery of an original executed counterpart
of this Amendment.



     Section 5.3 Section Headings. The section headings in this Amendment are for purposes
of reference only and shall not limit or effect any of the terms hereof.



     Section 5.4 Costs and Expenses. Clients, jointly and severally, agree to reimburse
Wells Fargo on demand for all costs and expenses incurred by Wells Fargo in connection with
preparation, negotiation and delivery of this Amendment, including, without limitation, all the
reasonable fees and disbursements of Wells Fargo’s legal counsel.



     Section 5.5 Successors and Assigns. This Amendment is binding upon and shall inure to
the benefit of parties hereto and their respective successors and assigns, subject, however, to the
requirements of Section XIV.D. of the Agreement.



     Section 5.6 Governing Law. The Governing Law shall govern this Amendment and the
interpretation thereof.



     Section 5.7 Entire Agreement; Modification. This Amendment constitutes the entire
agreement between Wells Fargo and Clients relating to the subject matter hereof and may not be
changed orally, but only by written instrument signed by both parties. There are no restrictions,
promises, warranties, covenants, or undertakings relating to the subject matter of this Amendment
other than those expressly set forth or referred-to herein. Nothing in this Amendment alters or
impairs the Agreement except for the amendments specifically provided herein.



[Balance of Page Intentionally Left Blank. Signature Page Follows]




- 3 -









 








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



	 	 	 	 	 	 	 	 	 
	CARDTRONICS USA, INC.	 	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Michael H. Clinard
 

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

John Kallina
	 	 
	 

	 	Title: President, Global Services
	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	CARDTRONICS, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Michael H. Clinard	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Name: Michael H. Clinard	 	 	 	 	 	 
	 

	 	Title: President, Global Services	 	 	 	 	 	 







- 4 -









 








EXECUTION COPY




Amended and Restated Fee Letter




July 19, 2009




Cardtronics, Inc.

Cardtronics USA, Inc.

3250 Briarpark Drive, Suite 400

Houston, TX 77042

Attention: Michael H. Clinard




Ladies and Gentlemen:




     Reference is made to the July 20, 2007, Contract Cash Solutions Agreement (as amended, herein
so called) among the above-named addressees (“Clients”) and Wells Fargo Bank, National Association
(“Wells Fargo”). This letter agreement is the Fee Letter referred-to in the Contract Cash
Solutions Agreement and is an amendment and restatement of the July 20, 2007, Fee Letter.
Capitalized terms used but not defined herein have the meanings assigned to them in the Contract
Cash Solutions Agreement.



     Clients, jointly and severally, agree to pay to Wells Fargo the fees calculated in accordance
with the terms of Exhibits A and B to this Fee Letter, which are incorporated herein, which may be
amended from time to time and at any time upon ***** days notice to the Clients as provided in the
Contract Cash Solutions Agreement. The Cardtronics Entities agree that their obligations under
this Fee Letter will survive the consummation of the transactions described in the Contract Cash
Solutions Agreement, including those described in the Second Amendment thereto of even date.



     If you are in agreement with the foregoing and wish to induce Wells Fargo to extend the Stated
Termination Date as contemplated in the Second Amendment to the Contract Cash Solutions Agreement,
please sign and return to us a copy of this Fee Letter, whereupon it shall constitute a binding
agreement between us. The Cardtronics Entities agree that this Fee Letter and its contents are
subject to confidentiality provisions and will not be disclosed except as required by law or a
final order of a court of competent jurisdiction.



	 	 	 	 	 
	 	Yours very truly,


WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	  /s/ John Kallina
 	 
	 	Name:	 	John Kallina 	 
	 	Title:	 	VP 	 
	 




 









 





Accepted and Agreed to on July 19, 2009:




	 	 	 	 	 
	CARDTRONICS, INC.	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Michael H. Clinard
 

Michael H. Clinard
	 	 
	Title:

	 	President, Global Services	 	 
	 
	 	 	 	 
	CARDTRONICS USA, INC.	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Michael H. Clinard
 

Michael H. Clinard
	 	 
	Title:

	 	President, Global Services	 	 







2









 








EXHIBIT A




Fees





	1.	 	Monthly Fee. Clients shall pay a monthly fee as calculated in accordance with the
following formula:




     Monthly Fee = The ***** the ***** while there are *****, and the ***** at all other times.




          Where:



A = The *****



B = (*****)/*****



C = The *****



X = The *****



Y = (*****)/*****





	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 LIBOR	
	 

	 	 
	
	 

	 	100% - 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




Fees are as follows:




Wells Fargo Treasury Management Proposal




     Cardtronics



     (Monthly Fee calculated per Exhibit A)



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(Below are Monthly Volume and
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Activity Charges Examples)
	WF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Monthly	 	Activity
	Code	 	TMA Code	 	Service Description	 	Charge Basis	 	Price	 	Volume	 	Charges
	 
	 	 	 	 	 	Cash Vault	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	08156
	 	 	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 and
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Activity Charges Examples)
	WF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Monthly	 	Activity
	Code	 	TMA Code	 	Service Description	 	Charge Basis	 	Price	 	Volume	 	Charges
	 
	 	 	 	 	 	General Account Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CK011
	 	 	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.