CARDTRONICS INC (Form: 10-Q, Received: 11/09/2007 06:02:30)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended September 30, 2007

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from to

Commission file number 333-113470

CARDTRONICS, INC.

(Exact name of registrant as specified in its charter)


Delaware		76-0681190
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3110 Hayes Road, Suite 300 Houston, TX (Address of principal executive offices)		77082 (Zip Code)

Registrant’s telephone number, including area code:

(281) 596-9988

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ


Common Stock, par value: $0.0001 per share			Shares outstanding on November 8, 2007: 1,764,735

CARDTRONICS, INC.

TABLE OF CONTENTS


			PAGE

	PART I.	Financial Information
	Item 1.	Financial Statements (unaudited)		2
		Condensed Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006		2
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2007 and 2006		3
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2007 and 2006		4
		Notes to Condensed Consolidated Financial Statements		5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		32
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk		50
	Item 4.	Controls and Procedures		52

	PART II.	Other Information
	Item 1.	Legal Proceedings		53
	Item 1A.	Risk Factors		55
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		59
	Item 3.	Defaults Upon Senior Securities		59
	Item 4.	Submission of Matters to a Vote of Security Holders		59
	Item 5.	Other Information		59
	Item 6.	Exhibits		59
		Signatures		60
Vault Cash Agreement
Placement Agreement
2007 Stock Incentive Plan
Certification of CEO Pursuant to Rule 13a-14(a)
Certification of CFO Pursuant to Rule 13a-14(a)
Certification of CEO Pursuant to Section 1350
Certification of CFO Pursuant to Section 1350

When we refer to “us”, “we”, “our”, “ours”, “the Company” or “Cardtronics”, we are describing Cardtronics, Inc. and/or our subsidiaries.

PART I. FINANCIAL INFORMATION


Item 1.	Financial Statements

CARDTRONICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)


	September 30,			December 31,
	2007			2006
	(unaudited)

ASSETS
Current assets:
Cash and cash equivalents	$	6,118		$	2,718
Accounts and notes receivable, net of allowance of $400 and $409 as of September 30, 2007 and December 31, 2006, respectively		24,076			14,891
Inventory		5,294			4,444
Prepaid expenses, deferred costs, and other current assets		11,955			16,334

Total current assets		47,443			38,387
Property and equipment, net		138,324			86,668
Intangible assets, net		134,690			67,763
Goodwill		236,488			169,563
Prepaid expenses and other assets		5,256			5,375

Total assets	$	562,201		$	367,756


LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current portion of long-term debt	$	529		$	194
Current portion of capital lease obligations		1,098			—
Current portion of other long-term liabilities		12,552			2,501
Accounts payable and accrued liabilities		79,018			51,256

Total current liabilities		93,197			53,951
Long-term liabilities:
Long-term debt, net of related discounts		406,100			252,701
Capital lease obligations		1,183			—
Deferred tax liability, net		9,943			7,625
Asset retirement obligations		16,392			9,989
Other long-term liabilities and minority interest in subsidiaries		17,921			4,064

Total liabilities		544,736			328,330
Redeemable convertible preferred stock		76,794			76,594
Stockholders’ deficit:
Common stock, $0.0001 par value; 5,000,000 shares authorized; 2,394,509 shares issued at September 30, 2007 and December 31, 2006, respectively; 1,764,735 and 1,760,798 outstanding at September 30, 2007 and December 31, 2006, respectively		—			—
Subscriptions receivable (at face value)		(324	)		(324	)
Additional paid-in capital		3,625			2,857
Accumulated other comprehensive income, net		8,577			11,658
Accumulated deficit		(22,986	)		(3,092	)
Treasury stock; 629,774 and 633,711 shares at cost at September 30, 2007 and December 31, 2006, respectively		(48,221	)		(48,267	)

Total stockholders’ deficit		(59,329	)		(37,168	)

Total liabilities and stockholders’ deficit	$	562,201		$	367,756

See accompanying notes to condensed consolidated financial statements.

CARDTRONICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006

Revenues:
ATM operating revenues	$	106,234		$	72,887		$	251,854		$	209,542
Vcom operating revenues		685			—			685			—
ATM product sales and other revenues		3,668			3,478			9,805			9,218

Total revenues		110,587			76,365			262,344			218,760
Cost of revenues:
Cost of ATM operating revenues (includes stock-based compensation of $16 and $15 for the three months ended September 30, 2007 and 2006, respectively, and $47 and $35 for the nine months ended September 30, 2007 and 2006, respectively. Excludes depreciation, accretion, and amortization, shown separately below.)		79,966			54,280			191,046			157,225
Cost of Vcom operating revenues		2,644			—			2,644			—
Cost of ATM product sales and other revenues		3,111			3,105			9,196			8,142

Total cost of revenues		85,721			57,385			202,886			165,367
Gross profit		24,866			18,980			59,458			53,393
Operating expenses:
Selling, general, and administrative expenses (includes stock-based compensation of $297 and $240 for the three months ended September 30, 2007 and 2006, respectively, and $721 and $600 for the nine months ended September 30, 2007 and 2006, respectively)		7,621			5,811			20,985			15,709
Depreciation and accretion expense		6,961			5,214			18,541			14,072
Amortization expense		9,204			2,263			14,062			9,610

Total operating expenses		23,786			13,288			53,588			39,391
Income from operations		1,080			5,692			5,870			14,002
Other expense (income):
Interest expense, net		8,545			5,871			20,437			17,193
Amortization and write-off of financing costs and bond discounts		439			362			1,155			1,576
Minority interest in subsidiary		(174	)		(71	)		(286	)		(128	)
Other		678			(83	)		1,037			(740	)

Total other expense		9,488			6,079			22,343			17,901
Loss before income taxes		(8,408	)		(387	)		(16,473	)		(3,899	)
Income tax provision (benefit)		2,275			(60	)		3,212			(1,217	)

Net loss		(10,683	)		(327	)		(19,685	)		(2,682	)
Preferred stock accretion expense		67			67			200			199

Net loss available to common stockholders	$	(10,750	)	$	(394	)	$	(19,885	)	$	(2,881	)

See accompanying notes to condensed consolidated financial statements.

CARDTRONICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)


	Nine Months Ended
	September 30,
	2007			2006

Cash flows from operating activities:
Net loss	$	(19,685	)	$	(2,682	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization, and accretion expense		32,603			23,682
Amortization and write-off of financing costs and bond discounts		1,155			1,576
Stock-based compensation expense		768			635
Deferred income taxes		3,065			(1,316	)
Minority interest		(286	)		(128	)
Loss on sale or disposal of assets		1,672			731
Gain on sale of Winn-Dixie equity securities		(569	)		—
Other reserves and non-cash items		829			—
Changes in assets and liabilities, net of acquisitions:
Increase in accounts and notes receivable, net		(1,607	)		(938	)
Decrease (increase) in prepaid, deferred costs, and other current assets		2,855			(3,598	)
Decrease (increase) in inventory		3,231			(1,184	)
Increase in other assets		(5,193	)		(907	)
Increase in accounts payable and accrued liabilities		19,031			3,972
Decrease in other liabilities		(2,680	)		(2,976	)

Net cash provided by operating activities		35,189			16,867

Cash flows from investing activities:
Additions to property and equipment		(43,957	)		(24,179	)
Proceeds from disposals of property and equipment		3			100
Payments for exclusive license agreements and site acquisition costs		(1,381	)		(1,842	)
Additions to equipment to be leased to customers		(412	)		—
Principal payments received under direct financing leases		22			—
Acquisition of 7-Eleven Financial Services Business, net of cash acquired		(138,570	)		—
Other acquisitions, net of cash acquired		—			(12	)
Proceeds from sale of Winn-Dixie equity securities		3,950			—
Proceeds received out of escrow related to BASC acquisition		876			—

Net cash used in investing activities		(179,469	)		(25,933	)

Cash flows from financing activities:
Proceeds from issuance of long-term debt		170,258			30,300
Repayments of long-term debt		(22,363	)		(22,000	)
Proceeds from borrowings under bank overdraft facility, net		54			—
Issuance of capital stock		46			—
Minority interest shareholder capital contribution		174			—
Purchase of treasury stock		—			(50	)
Deferred equity offering costs		(150	)		—
Debt issuance and modification costs		(326	)		(477	)

Net cash provided by financing activities		147,693			7,773

Effect of exchange rate changes on cash		(13	)		69

Net increase (decrease) in cash and cash equivalents		3,400			(1,224	)
Cash and cash equivalents at beginning of period		2,718			1,699

Cash and cash equivalents at end of period	$	6,118		$	475

Supplemental disclosure of cash flow information:
Cash paid for interest	$	22,872		$	21,554
Cash paid for income taxes	$	27		$	49
Fixed assets financed by direct debt	$	3,125		$	—

See accompanying notes to condensed consolidated financial statements.

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. General and Basis of Presentation

General

Cardtronics, Inc., along with its wholly-owned subsidiaries (collectively, the “Company” or “Cardtronics”), owns and/or operates the world’s largest network of ATMs, including over 28,600 automated teller machines (“ATM”) in all 50 states and approximately 1,900 ATMs located throughout the United Kingdom. Additionally, the Company owns a majority interest in an entity that operates approximately 1,000 ATMs located throughout Mexico. The Company provides ATM management and equipment-related services (typically under multi-year contracts) to large, nationally-known retail merchants as well as smaller retailers and operators of facilities such as shopping malls and airports. Additionally, the Company operates the Allpoint network, the largest surcharge-free ATM network within the United States (based on number of participating ATMs), under which it sells surcharge-free access to its ATMs to financial institutions that lack a significant ATM network. The Company also works with financial institutions to brand the Company’s ATMs in order to provide the financial institutions’ banking customers with convenient, surcharge-free ATM access and increased brand awareness for the financial institutions.

In July 2007, the Company purchased substantially all of the assets of the financial services business of 7-Eleven ^® , Inc. (“7-Eleven”) for approximately $138.0 million in cash (the “7-Eleven ATM Transaction”), including an adjustment for working capital and other related closing costs. See Note 2 for additional information on this acquisition.

Basis of Presentation

The unaudited interim condensed consolidated financial statements include the accounts of Cardtronics, Inc. and its wholly and majority-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.

This Quarterly Report on Form 10-Q has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. Because this is an interim period filing presented using a condensed format, it does not include all of the disclosures required by accounting principles generally accepted in the United States of America. You should read this Quarterly Report on Form 10-Q along with the Company’s 2006 Annual Report on Form 10-K, which includes a summary of the Company’s significant accounting policies and other disclosures.

The financial statements as of September 30, 2007 and for the three and nine month periods ended September 30, 2007 and 2006 are unaudited. The balance sheet as of December 31, 2006 was derived from the audited balance sheet filed in the Company’s 2006 Annual Report on Form 10-K. In management’s opinion, all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the Company’s interim period results have been made. The results of operations for the three and nine month periods ended September 30, 2007 and 2006 are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year. Additionally, the financial statements for prior periods include reclassifications that were made to conform to the current period presentation. Those reclassifications did not impact the Company’s reported net loss or stockholders’ deficit.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, and such differences could be material to the financial statements.

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Cost of ATM Operating Revenues and Gross Profit Presentation

The Company presents “Cost of ATM operating revenues” and “Gross profit” within its condensed consolidated financial statements exclusive of depreciation, accretion, and amortization. A summary of the amounts excluded from cost of ATM operating revenues and gross profit during the three and nine months ended September 30, 2007 and 2006 is presented below:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2007		2006		2007		2006
			(In thousands)

Depreciation and accretion related to ATMs and ATM-related assets	$	6,479	$	4,855	$	17,257	$	13,033
Amortization		9,204		2,263		14,062		9,610

Total depreciation, accretion, and amortization excluded from cost of ATM operating revenues and gross profit	$	15,683	$	7,118	$	31,319	$	22,643

The depreciation and accretion amounts shown above and as presented in the Company’s condensed consolidated statements of operations includes depreciation and accretion related to assets under capital leases.

2. Acquisitions

Acquisition of 7-Eleven Financial Services Business

On July 20, 2007, the Company acquired substantially all of the assets of the financial services business of 7-Eleven (“7-Eleven Financial Services Business”) for approximately $138.0 million in cash. Such amount included a $2.0 million payment for estimated acquired working capital and approximately $1.0 million in other related closing costs. Subsequent to September 30, 2007, the working capital payment was reduced to $1.3 million based on the actual working capital amounts outstanding as of the acquisition date, thus reducing the Company’s overall cost of the acquisition to $137.3 million. The 7-Eleven ATM Transaction included approximately 5,500 ATMs located in 7-Eleven stores throughout the United States, of which approximately 2,000 are advanced-functionality financial self-service kiosks branded as “Vcom ^TM ” terminals that are capable of providing more sophisticated financial services, such as check-cashing, deposit taking using electronic imaging, money transfer, bill payment services, and other kiosk-based financial services (collectively, the “Vcom Services”). The Company funded the acquisition through the issuance of $100.0 million of 9.25% senior subordinated notes due 2013 — Series B and additional borrowings under its revolving credit facility, which was amended in connection with the acquisition. See Note 7 for additional details on these financings.

The Company has accounted for the 7-Eleven ATM Transaction as a business combination pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations. Accordingly, the Company has allocated the total purchase consideration to the assets acquired and liabilities assumed based on

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

their respective fair values as of the acquisition date. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):


Cash	$	1,427
Trade accounts receivable, net		3,388
Surcharge and interchange receivable		3,769
Inventory		1,953
Other current assets		3,012
Property and equipment		18,315
Software		4,113
Intangible assets subject to amortization		78,000
Goodwill		62,367

Total assets acquired		176,344

Current portion of capital lease obligations		(1,119	)
Accounts payable		(688	)
Accrued liabilities and deferred income		(9,583	)
Current portion of other long-term liabilities		(7,777	)
Non-current portion of capital lease obligations		(1,388	)
Other long-term liabilities		(17,809	)

Total liabilities assumed		(38,364	)

Net assets acquired	$	137,980

The purchase price allocation presented above, which reflects the working capital true-up adjustment, resulted in an initial goodwill balance of approximately $62.4 million, which is deductible for tax purposes. Additionally, the purchase price allocation resulted in approximately $78.0 million in identifiable intangible assets subject to amortization, which consisted of $64.3 million associated with the ten-year ATM operating agreement that was entered into with 7-Eleven in conjunction with the acquisition and $13.7 million related to additional contracts acquired in the transaction. The $78.0 million assigned to the acquired intangible assets was determined by utilizing a discounted cash flow approach. The $64.3 million is being amortized on a straight-line basis over the term of the underlying ATM operating agreement, while the $13.7 million is being amortized over the weighted-average remaining life of the underlying contracts of 8.4 years. Additionally, the Company recorded $19.5 million of other deferred liabilities ($7.8 million in current and $11.7 million in long-term) related to certain unfavorable equipment operating leases and an operating contract assumed as part of the 7-Eleven ATM Transaction. These liabilities are being amortized over the remaining terms of the underlying contracts and serve to reduce the corresponding ATM operating expense amounts to fair value.

Pro Forma Results of Operations

The following table presents the unaudited pro forma combined results of operations of the Company and the acquired 7-Eleven Financial Services Business for the nine month periods ended September 30, 2007 and 2006, after giving effect to certain pro forma adjustments, including the effects of the issuance of the Company’s $100.0 million of 9.25% senior subordinated notes due 2013 — Series B and additional borrowings under its revolving credit facility, as amended (Note 7). The unaudited pro forma financial results assume that both the 7-Eleven ATM Transaction and related financing transactions occurred on January 1, 2006. This pro forma information is presented for illustrative purposes only and is not necessarily indicative of the actual results that

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

would have occurred had those transactions been consummated on such date. Furthermore, such pro forma results are not necessarily indicative of the future results to be expected for the consolidated operations.


	Nine Months Ended
	September 30,
	2007			2006
	(In thousands)

Revenues	$	349,854		$	343,261
Income from operations		15,315			34,178
Net (loss) income		(17,820	)		3,233

Acquisition of CCS Mexico

In February 2006, the Company acquired a 51.0% ownership stake in CCS Mexico, an independent ATM operator located in Mexico, for approximately $1.0 million in cash consideration and the assumption of approximately $0.4 million in additional liabilities. Additionally, the Company incurred approximately $0.3 million in transaction costs associated with this acquisition. CCS Mexico, which was renamed Cardtronics Mexico upon the completion of the Company’s investment, currently operates approximately 1,000 surcharging ATMs in selected retail locations throughout Mexico, and the Company anticipates placing additional surcharging ATMs in other retail establishments throughout Mexico as those opportunities arise.

The Company has allocated the total purchase consideration to the assets acquired and liabilities assumed based on their respective fair values as of the acquisition date. Such allocation resulted in goodwill of approximately $0.7 million. Such goodwill, which is not deductible for tax purposes, has been assigned to a separate reporting unit representing the acquired CCS Mexico operations. Additionally, such allocation resulted in approximately $0.4 million in identifiable intangible assets, including $0.3 million for certain acquired customer contracts and $0.1 million related to non-compete agreements entered into with the minority interest shareholders of Cardtronics Mexico.

Because the Company owns a majority interest in and absorbs a majority of the entity’s losses or returns, Cardtronics Mexico is reflected as a consolidated subsidiary in the accompanying condensed consolidated financial statements, with the remaining ownership interest not held by the Company being reflected as a minority interest. See Note 9 for additional information regarding this minority interest.


3.	Stock-based Compensation

In the first quarter of 2006, the Company adopted SFAS No. 123 (revised 2004), Share-Based Payment . As a result of this adoption, the Company now records the grant date fair value of stock-based compensation arrangements, net of estimated forfeitures, as compensation expense on a straight-line basis over the underlying service periods of the related awards. The following table reflects the total stock-based compensation expense amounts included in the accompanying condensed consolidated statements of operations for the each of the periods indicated:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2007		2006		2007		2006
			(In thousands)

Cost of ATM operating revenues	$	16	$	15	$	47	$	35
Selling, general, and administrative expenses		297		240		721		600

Total stock-based compensation expense	$	313	$	255	$	768	$	635

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A summary of the status of the Company’s outstanding stock options as of September 30, 2007, and changes during the nine months ended September 30, 2007, are presented below:


				Weighted
	Number			Average
	of Shares			Exercise Price

Balance as of January 1, 2007		509,461		$	52.76
Granted		76,000		$	90.05
Exercised		(3,937	)	$	11.73
Forfeited		(25,000	)	$	83.84

Balance as of September 30, 2007		556,524		$	56.74

Options vested and exercisable as of September 30, 2007		333,399		$	38.58


4.	Comprehensive Income (Loss)

SFAS No. 130, Reporting Comprehensive Income , establishes standards for reporting comprehensive income (loss) and its components in the financial statements. Accumulated other comprehensive income is displayed as a separate component of stockholders’ deficit in the accompanying condensed consolidated balance sheets and consists of unrealized gains and losses, net of related income taxes, related to changes in the fair values of the Company’s interest rate swap derivative transactions and the cumulative amount of foreign currency translation adjustments associated with the Company’s foreign operations. In addition, as of December 31, 2006, accumulated other comprehensive income included unrealized gains on available-for-sale marketable securities, net of income taxes. These securities were sold in January 2007.

The following table presents the calculation of comprehensive (loss) income, which includes the Company’s (i) net loss; (ii) foreign currency translation adjustments; (iii) changes in the unrealized gains and losses associated with the Company’s interest rate hedging activities, net of income taxes; and (iv) reclassifications of unrealized gains on the Company’s available-for-sale securities, net of income taxes, for each of the periods indicated:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
				(In thousands)

Net loss	$	(10,683	)	$	(327	)	$	(19,685	)	$	(2,682	)
Foreign currency translation adjustments		1,878			1,706			4,378			7,015
Changes in unrealized gains on interest rate hedges, net of taxes		(7,155	)		(3,919	)		(6,961	)		(439	)
Reclassifications of unrealized gains on available-for-sale securities, net of taxes		—			—			(498	)		—

Total comprehensive (loss) income	$	(15,960	)	$	(2,540	)	$	(22,766	)	$	3,894

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth the components of accumulated other comprehensive income, net of applicable taxes:


	September 30, 2007			December 31, 2006
	(In thousands)

Foreign currency translation adjustments	$	11,089		$	6,711
Unrealized (losses) gains on interest rate hedges, net of taxes as of December 31, 2006		(2,512	)		4,449
Unrealized gains on available-for-sale securities, net of taxes		—			498

Total accumulated other comprehensive income	$	8,577		$	11,658

The Company currently believes that the unremitted earnings of its foreign subsidiaries will be reinvested in the foreign countries in which those subsidiaries operate for an indefinite period of time. Accordingly, no deferred taxes have been provided for on the differences between the Company’s book basis and underlying tax basis in those subsidiaries or on the foreign currency translation adjustment amounts reflected in the tables above. The unrealized gains on interest rate hedges as of December 31, 2006 has been included in accumulated other comprehensive income net of income taxes of $2.7 million. However, as a result of the Company’s overall net loss position for tax purposes, the Company has not recorded deferred taxes on the loss amount related to its interest rate hedges as of September 30, 2007, as management does not believe that the Company will be able to realize the benefits associated with such deferred tax positions.


5.	Intangible Assets

Intangible Assets with Indefinite Lives

The following table depicts the net carrying amount of the Company’s intangible assets with indefinite lives as of September 30, 2007 and December 31, 2006, as well as the changes in the net carrying amounts for the nine month period ended September 30, 2007, by segment:


	Goodwill						Trade Name
	U.S.		U.K.		Mexico		U.S.		U.K.		Total
					(In thousands)

Balance as of December 31, 2006	$	86,702	$	82,172	$	689	$	200	$	3,923	$	173,686
Acquisition of 7-Eleven Financial Services Business		62,367		—		—		—		—		62,367
Purchase price adjustment		1,558		—		—		—		—		1,558
Foreign currency translation adjustments		—		2,999		1		—		147		3,147

Balance as of September 30, 2007	$	150,627	$	85,171	$	690	$	200	$	4,070	$	240,758

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Intangible Assets with Definite Lives

The following is a summary of the Company’s intangible assets that are subject to amortization as of September 30, 2007:


	Gross					Net
	Carrying		Accumulated			Carrying
	Amount		Amortization			Amount
			(In thousands)

Customer contracts and relationships	$	162,426	$	(45,010	)	$	117,416
Deferred financing costs		13,864		(3,903	)		9,961
Exclusive license agreements		4,568		(1,583	)		2,985
Non-compete agreements		100		(42	)		58

Total	$	180,958	$	(50,538	)	$	130,420

The Company’s intangible assets with definite lives are being amortized over the assets’ estimated useful lives utilizing the straight-line method. Estimated useful lives range from three to twelve years for customer contracts and relationships and four to eight years for exclusive license agreements. The Company has also assumed an estimated life of four years for its non-compete agreements. Deferred financing costs are amortized through interest expense over the contractual term of the underlying borrowings utilizing the effective interest method. The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in a reduction in fair value or a revision of those estimated useful lives.

Amortization of customer contracts and relationships, exclusive license agreements, and non-compete agreements totaled $9.2 million and $2.3 million for the three month periods ended September 30, 2007 and 2006, respectively, and $14.1 million and $9.6 million for the nine month periods ended September 30, 2007 and 2006, respectively. Included in the 2007 quarter-to-date and year-to-date amounts is approximately $5.2 million and $5.3 million, respectively, of additional amortization expense related to impairments associated with certain contract-based intangible assets. Of these amounts, approximately $5.1 million relates to an impairment recorded for a single merchant contract acquired in 2004. The Company has been in discussions with this particular merchant customer regarding additional services that could be offered under the existing contract to increase the number of transactions conducted on, and cash flows generated by, the underlying ATMs. However, the Company was unable to make any progress in this regard during the three month period ended September 30, 2007, and, based on discussions that have been held with this merchant, has concluded that the likelihood of being able to provide such additional services has decreased considerably. Furthermore, average monthly transaction volumes associated with this particular contract have continued to decrease in 2007 when compared to the same period last year. Accordingly, the Company concluded that the above impairment charge was warranted as of September 30, 2007. The impairment charge recorded served to write-off the remaining unamortized intangible asset associated with this merchant. Management plans to continue to work with this merchant customer to offer the additional services, which management believes could significantly increase the future cash flows earned under this contract. Absent its ability to do this, management will attempt to restructure the terms of the existing contract in an effort to improve the underlying cash flows associated with the contract.

Included in the 2006 year-to-date figure is approximately $2.8 million of additional impairment expense related to the acquired BAS Communications, Inc. (“BASC”) ATM portfolio. This impairment, taken in the in first quarter of 2006, was attributable to the anticipated reduction in future cash flows resulting from a higher than anticipated attrition rate associated with such portfolio. In January 2007, the Company received approximately $0.8 million in net proceeds from an escrow account established upon the initial closing of this acquisition. Such proceeds were meant to compensate the Company for the attrition issues experienced in the BASC portfolio subsequent to the acquisition date. Such amount was utilized to reduce the remaining carrying value of the intangible asset amount associated with this portfolio.

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Amortization of deferred financing costs and bond discount totaled approximately $0.4 million for the three month periods ended September 30, 2007 and 2006, and $1.2 million and $1.6 million for the nine month periods ended September 30, 2007 and 2006, respectively. Included in the 2006 year-to-date figure is approximately $0.5 million in deferred financing costs written off in February 2006 in connection with certain modifications made to the Company’s existing revolving credit facilities.

Estimated amortization expense for the Company’s intangible assets with definite lives for the remaining three months of 2007 and each of the next five years and thereafter is as follows:


			Deferred		Exclusive
	Customer Contracts		Financing		License		Non-compete
	and Relationships		Costs		Agreements		Agreements		Total
					(In thousands)

2007	$	4,171	$	357	$	173	$	6	$	4,707
2008		16,698		1,516		633		25		18,872
2009		16,384		1,628		628		25		18,665
2010		14,941		1,752		531		2		17,226
2011		13,120		1,891		417		—		15,428
2012		11,909		1,751		349		—		14,009
Thereafter		40,193		1,066		254		—		41,513

Total	$	117,416	$	9,961	$	2,985	$	58	$	130,420


6.	Accounts Payable and Accrued Liabilities

The Company’s accounts payable and accrued liabilities consisted of the following:


	September 30, 2007		December 31, 2006
	(In thousands)

Accounts payable	$	28,478	$	16,915
Accrued merchant fees		11,741		7,915
Accrued interest		5,759		7,954
Accrued cash management fees		6,632		2,740
Accrued armored fees		5,097		3,242
Accrued maintenance fees		3,000		2,090
Accrued compensation		2,806		3,499
Accrued purchases		2,581		343
Accrued ATM telecommunications fees		1,665		650
Other accrued expenses		11,259		5,908

Total	$	79,018	$	51,256

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


7.	Long-term Debt

The Company’s long-term debt consisted of the following:


	September 30, 2007		December 31, 2006
	(In thousands)

Revolving credit facility	$	105,600	$	53,100
Senior subordinated notes issued in 2005 and due August 2013 (net of unamortized discount of $1.1 million as of September 30, 2007 and $1.2 million as of December 31, 2006)		198,886		198,783
Senior subordinated notes issued in 2007 and due August 2013 (net of unamortized discount of $2.9 million as September 30, 2007)		97,073		—
Other		5,070		1,012

Total		406,629		252,895
Less current portion		529		194

Total excluding current portion	$	406,100	$	252,701

Revolving Credit Facility

In February 2006, the Company amended its then existing revolving credit facility to remove and modify certain restrictive covenants contained within the facility and to reduce the maximum borrowing capacity from $150.0 million to $125.0 million. As a result of this amendment, the Company recorded a pre-tax charge of approximately $0.5 million in the first quarter of 2006 associated with the write-off of previously deferred financing costs related to the facility. Additionally, the Company incurred approximately $0.1 million in fees associated with such amendment.

In May 2007, the Company further amended its revolving credit facility to modify, among other things, (i) the interest rate spreads on outstanding borrowings and other pricing terms and (ii) certain restrictive covenants contained within the facility. Such modification will allow for reduced interest expense in future periods, assuming a constant level of borrowings. Furthermore, the amendment increased the amount of capital expenditures that the Company can incur on a rolling 12-month basis from $50.0 million to $60.0 million. As a result of these amendments, the primary restrictive covenants within the facility include (i) limitations on the amount of senior debt that the Company can have outstanding at any given point in time, (ii) the maintenance of a set ratio of earnings to fixed charges, as computed on a rolling 12-month basis, (iii) limitations on the amounts of restricted payments that can be made in any given year, including dividends, and (iv) limitations on the amount of capital expenditures that the Company can incur on a rolling 12-month basis.

In July 2007, in conjunction with the 7-Eleven ATM Transaction, the Company further amended its revolving credit facility. Such amendment provided for, among other modifications, (i) an increase in the maximum borrowing capacity under the revolver from $125.0 million to $175.0 million in order to partially finance the 7-Eleven ATM Transaction and to provide additional financial flexibility; (ii) an increase in the amount of “indebtedness” (as defined in the credit agreement) to allow for the issuance of the $100.0 million of 9.25% senior subordinated notes due 2013 — Series B (described below); (iii) an extension of the term of the credit agreement from May 2010 to May 2012; (iv) an increase in the amount of capital expenditures the Company can incur on a rolling 12-month basis from $60.0 million to a maximum of $75.0 million; and (v) an amendment of certain restrictive covenants contained within the facility. In conjunction with this amendment, the Company borrowed approximately $43.0 million under the credit agreement to fund a portion of the 7-Eleven ATM Transaction. Additionally, the Company posted $7.5 million in letters of credit under the facility in favor of the lessors under the ATM equipment leases that the Company assumed in connection with the 7-Eleven ATM Transaction. These letters

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

of credit, which the lessors may draw upon in the event the Company fails to make payments under the leases, further reduced the Company’s borrowing capacity under the facility. As of September 30, 2007, the Company’s available borrowing capacity under the amended facility, as determined under the earnings before interest, taxes, depreciation and accretion, and amortization (“EBITDA”) and interest expense covenants contained in the agreement, totaled approximately $61.9 million.

Borrowings under the revolving credit facility currently bear interest at the London Interbank Offered Rate (“LIBOR”) plus a spread, which was 2.5% as of September 30, 2007. Additionally, the Company pays a commitment fee of 0.3% per annum on the unused portion of the revolving credit facility. Substantially all of the Company’s assets, including the stock of its wholly-owned domestic subsidiaries and 66.0% of the stock of its foreign subsidiaries, are pledged to secure borrowings made under the revolving credit facility. Furthermore, each of the Company’s domestic subsidiaries has guaranteed the Company’s obligations under such facility. There are currently no restrictions on the ability of the Company’s wholly-owned subsidiaries to declare and pay dividends directly to the Company. As of September 30, 2007, the Company was in compliance with all applicable covenants and ratios under the facility.

Senior Subordinated Notes

In October 2006, the Company completed the registration of $200.0 million in senior subordinated notes (the “Notes”), which were originally issued in August 2005 pursuant to Rule 144A of the Securities Act of 1933, as amended. The Notes, which are subordinate to borrowings made under the revolving credit facility, mature in August 2013 and carry a 9.25% coupon with an effective yield of 9.375%. Interest under the Notes is paid semi-annually in arrears on February 15th and August 15th of each year. The Notes, which are guaranteed by the Company’s domestic subsidiaries, contain certain covenants that, among other things, limit the Company’s ability to incur additional indebtedness and make certain types of restricted payments, including dividends. As of September 30, 2007, the Company was in compliance with all applicable covenants required under the Notes.

On July 20, 2007, the Company sold $100.0 million of 9.25% senior subordinated notes due 2013 — Series B (the “Series B Notes”) pursuant to Rule 144A of the Securities Act of 1933. The form and terms of the Series B Notes are substantially the same as the form and terms of the $200.0 million senior subordinated notes issued in August 2005, except that (i) the notes issued in August 2005 have been registered with the Securities and Exchange Commission while the Series B Notes remain subject to transfer restrictions until the Company completes an exchange offer, and (ii) the Series B Notes were issued with Original Issue Discount and have an effective yield of 9.54%. The Company has agreed to file a registration statement with the SEC within 240 days of the issuance of the Series B Notes with respect to an offer to exchange each of the Series B Notes for a new issue of its debt securities registered under the Securities Act with terms identical to those of the Series B Notes (except for the provisions relating to the transfer restrictions and payment of additional interest) and to use reasonable best efforts to have the exchange offer become effective as soon as reasonably practicable after filing but in any event no later than 360 days after the initial issuance date of the Series B Notes. If the Company fails to satisfy its registration obligations, it will be required, under certain circumstances, to pay additional interest to the holders of the Series B Notes. The Company used the net proceeds from the issuance of the Series B Notes to fund a portion of the 7-Eleven ATM Transaction and to pay fees and expenses related to the acquisition.

Other Facilities

In addition to the revolving credit facility, the Company’s wholly-owned United Kingdom subsidiary, Bank Machine, has a £2.0 million unsecured overdraft facility, the term of which was recently extended to July 2008. Such facility, which bears interest at 1.75% over the bank’s base rate (currently 5.75%), is utilized for general corporate purposes for the Company’s United Kingdom operations. As of September 30, 2007 and December 31, 2006, approximately £1.9 million ($3.8 million U.S. and $3.7 million U.S., respectively) of this overdraft facility had been utilized to help fund certain working capital commitments and to post a £275,000 bond. Amounts outstanding under the overdraft facility (other than those amounts utilized for posting bonds) have been reflected in

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

accounts payable in the accompanying condensed consolidated balance sheets, as such amounts are automatically repaid once cash deposits are made to the underlying bank accounts.

As of September 30, 2007, Cardtronics Mexico had entered into four separate five-year equipment financing agreements. Such agreements, which are denominated in Mexican pesos and bear interest at an average fixed rate of 11.03%, were utilized for the purchase of additional ATMs to support the Company’s Mexico operations. As of September 30, 2007 and December 31, 2006, approximately $53.6 million pesos ($4.9 million U.S.) and $9.3 million pesos ($0.9 million U.S.), respectively, were outstanding under these facilities, with future borrowings to be individually negotiated between the lender and Cardtronics. Pursuant to the terms of the agreements, Cardtronics, Inc. has issued a guaranty for 51.0% (its ownership percentage in Cardtronics Mexico) of the obligations under the loan agreements. As of September 30, 2007, the total amount of the guaranty was $27.3 million pesos ($2.5 million U.S.).


8.	Asset Retirement Obligations

The Company accounts for asset retirement obligations in accordance with SFAS No. 143, Asset Retirement Obligations. Asset retirement obligations consist primarily of deinstallation costs of the ATM and the costs to restore the ATM site to its original condition. The Company is legally required to perform this deinstallation and restoration work. In accordance with SFAS No. 143, for each group of ATMs, the Company recognized the fair value of a liability for an asset retirement obligation and capitalized that cost as part of the cost basis of the related asset. The related assets are being depreciated on a straight-line basis over the estimated useful lives of the underlying ATMs, and the related liabilities are being accreted to their full value over the same period of time.

The following table is a summary of the changes in Company’s asset retirement obligation liability for the nine month period ended September 30, 2007 (in thousands):


Asset retirement obligation as of January 1, 2007	$	9,989
Additional obligations		8,357
Accretion expense		831
Payments		(902	)
Change in estimates		(1,974	)
Foreign currency translation adjustments		91

Asset retirement obligation as of September 30, 2007	$	16,392

The additional obligations amount for the nine months ended September 30, 2007, reflects new ATM deployments in all of the Company’s markets during this period and the obligations assumed in connection with the 7-Eleven ATM Transaction. The change in estimate for the nine months ended September 30, 2007 represents a change in the anticipated amount the Company will incur to deinstall and refurbish certain merchant locations, based on actual costs incurred on recent ATM deinstallations.

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


9.	Other Long-term Liabilities

The Company’s other long-term liabilities consisted of the following:


	September 30, 2007		December 31, 2006
	(In thousands)

Deferred revenue	$	1,760	$	481
Other deferred liabilities		10,347		161
Interest rate swaps		3,417		—
Minority interest in subsidiary		—		112
Other long-term liabilities		2,397		3,310

Total	$	17,921	$	4,064

The increase in other deferred liabilities is due to the $11.7 million in other long-term deferred liabilities recorded to value certain unfavorable equipment leases and an operating contract assumed as part of the 7-Eleven ATM Transaction. These liabilities are being amortized over the remaining terms of the underlying contracts and serve to reduce the corresponding ATM operating expense amounts to fair value. During the three and nine months ended September 30, 2007, the Company recognized approximately $1.7 million of expense reductions associated with the amortization of these liabilities.

The minority interest in subsidiary amount as of December 31, 2006, represents the equity interests of the minority shareholders of Cardtronics Mexico. As of September 30, 2007, the cumulative losses generated by Cardtronics Mexico and allocable to such minority interest shareholders exceeded the underlying equity amounts of such minority interest shareholders. Accordingly, all future losses generated by Cardtronics Mexico will be allocated 100% to Cardtronics until such time that Cardtronics Mexico generates a cumulative amount of earnings sufficient to cover all excess losses allocable to the Company, or until such time that the minority interest shareholders contribute additional equity to Cardtronics Mexico in an amount sufficient to cover such losses. As of September 30, 2007, the cumulative amount of excess losses allocated to Cardtronics totaled approximately $132,000. Such amount is net of a contribution of $174,000 made by the minority interest shareholder in the third quarter of 2007. See Note 16 for additional information on this minority interest contribution.


10.	Preferred Stock

During 2005, the Company issued 929,789 shares of its Series B preferred stock, of which 894,568 shares were issued to TA Associates for $75.0 million in proceeds and the remaining 35,221 shares were issued as partial consideration for the Bank Machine acquisition. The Series B preferred shareholders have certain preferences to the Company’s common shareholders, including board representation rights and the right to receive their original issue price prior to any distributions being made to the common shareholders as part of a liquidation, dissolution or winding up of the Company. As of September 30, 2007, the liquidation value of the shares totaled $78.0 million. In addition, the Series B preferred shares are convertible into the same number of shares of the Company’s common stock, as adjusted for future stock splits and the issuance of dilutive securities. The Series B preferred shares have no stated dividends and are redeemable at the option of a majority of the Series B holders at any time on or after the earlier of (i) December 2013 and (ii) the date that is 123 days after the first day that none of the Company’s 9.25% senior subordinated notes remain outstanding, but in no event earlier than February 2012.

On June 1, 2007, the Company entered into a letter agreement with certain investment funds controlled by TA Associates (the “Funds”) pursuant to which the Funds agreed to (i) approve the 7-Eleven ATM Transaction and (ii) not transfer or otherwise dispose of any of their shares of Series B Convertible Preferred Stock during the period beginning on the date thereof and ending on the earlier of the date the 7-Eleven ATM Transaction closed (i.e., July 20, 2007) or September 1, 2007. Pursuant to the terms of the letter agreement, the Company amended the terms of its Series B Convertible Preferred Stock in order to increase, under certain circumstances, the number of shares of

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

common stock into which the Funds’ Series B Convertible Preferred Stock would be convertible in the event the Company completes an initial public offering. The Company has filed a registration statement on Form S-1 relating to an initial public offering of shares of its common stock. Based on the $15 per share mid-point of the offering range, the incremental shares received by the Funds in connection with this beneficial conversion would total $1.4 million. Such amount would be reflected as a reduction of the Company’s net income (or an increase in the Company’s net loss) available to common shareholders immediately upon the conversion and completion of the initial public offering.

The carrying value of the Company’s Series B Convertible Preferred Stock was $76.8 million and $76.6 million, net of unaccreted issuance costs of approximately $1.2 million and $1.4 million as of September 30, 2007 and December 31, 2006, respectively. Such issuance costs are being accreted on a straight-line basis through February 2012, which represents the earliest optional redemption date outlined above.


11.	Income Taxes

Income taxes included in the Company’s net loss for the three and nine month periods ended September 30, 2007 and 2006 were as follows:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
	(In thousands)

Income tax provision (benefit)	$	2,275		$	(60	)	$	3,212		$	(1,217	)
Effective tax rate		(27.1	)%		15.5	%		(19.5	)%		31.2	%

The Company computes its quarterly income tax provision amounts under the effective tax rate method based on applying an anticipated annual effective tax rate in each major tax jurisdiction to the pre-tax book income or loss amounts generated in such jurisdictions. During the second quarter of 2007, as a result of the Company’s forecasted domestic pre-tax book loss for the remainder of 2007 and as a result of the anticipated impact of the 7-Eleven ATM Transaction on the Company’s forecasted domestic pre-tax book loss figures for the remainder of 2007, the Company determined that a valuation allowance should be established for the Company’s existing domestic net deferred tax asset balance as it is more likely than not that such net benefits will not be realized. Additionally, the Company determined that all future domestic tax benefits should not be recognized until it is more likely than not that such benefits will be utilized.

During the three month period ended September 30, 2007, the Company increased its domestic valuation allowance by $2.5 million, reflecting the increase in the Company’s net deferred tax asset balance subsequent to June 30, 2007. Such change was primarily due to a reduction in the estimated deferred tax liabilities associated with the Company’s interest rate swaps as a result of the interest rate declines experienced during that period, and the creation of additional net operating losses from tax deductions that are currently not anticipated to reverse prior to the expiration of such losses. Finally, during the three and nine month periods ended September 30, 2007, the Company did not record approximately $2.9 million and $5.4 million, respectively, in potential tax benefits

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

associated with current period losses, based on the above policy. These items, coupled with the establishment of the valuation allowance during the periods ended September 30, 2007, resulted in the negative effective tax rates reflected in the table above for the 2007 periods.

In addition to the above, the Company recorded a $0.2 million deferred tax benefit during the three month period ended September 30, 2007 related to a reduction in the United Kingdom corporate statutory income tax rate from 30% to 28%. Such rate reduction, which will become effective in 2008, was formally enacted in July 2007.


12.	Commitments and Contingencies

Legal and Other Regulatory Matters

National Federation of the Blind (“NFB”). In connection with its acquisition of the E*TRADE Access, Inc. (“ETA”) ATM portfolio in June 2004, the Company assumed ETA’s interests and liability for a lawsuit instituted in the United States District Court for the District of Massachusetts (the “Court”) by the NFB, the NFB’s Massachusetts chapter, and several individual blind persons (collectively, the “Private Plaintiffs”) as well as the Commonwealth of Massachusetts with respect to claims relating to the alleged inaccessibility of ATMs for those persons who are visually-impaired. After the acquisition of the ETA ATM portfolio, the Private Plaintiffs named Cardtronics as a co-defendant with ETA and ETA’s parent — E*Trade Bank, and the scope of the lawsuit has expanded to include both ETA’s ATMs as well as the Company’s pre-existing ATM portfolio.

In June 2007, the parties completed and executed a settlement agreement, which the Company believes will be approved by the Court. The principal objective of the settlement is for 90% of all transactions (as defined in the settlement agreement) conducted on Cardtronics’ Company-owned and merchant-owned ATMs by July 1, 2010 to be conducted at ATMs that are voice-guided. In an effort to accomplish such objective, the Company is subject to numerous interim reporting requirements and a one-time obligation to market voice-guided ATMs to a subset of its merchants that do not currently have voice-guided ATMs. Finally, the proposed settlement requires the Company to pay $900,000 in attorneys’ fees to the NFB and to make a $100,000 contribution to the Massachusetts’ local consumer aid fund. These amounts have been fully reserved for as of September 30, 2007. The Company does not believe that the settlement requirements outlined above will have a material impact on its financial condition or results of operations.

Since the above matter is being treated as a class action settlement, the Company and the Private Plaintiffs were required to give notice to the affected classes. Such notices were provided during the third quarter of 2007, which required members of the affected class to file any objections with the Court no later than October 31, 2007. It is the Company’s understanding that no meaningful objections were filed with the Court. Although no meaningful objections were filed in a timely manner, it is possible that objections could be filed before the hearing date, and the Court could consider such objections, or on its own volition, and object to the settlement. The Court has scheduled a hearing for December 4, 2007. Although the Company expects that the Court will approve the proposed settlement, if for any reason the Court refuses to approve the settlement, the lawsuit would resume and, if that occurs, the Company will continue its defense of this lawsuit in an aggressive manner.

Other matters. In June 2006, Duane Reade, Inc. (“Customer”), one of the Company’s merchant customers, filed a complaint in the United States District Court for the Southern District of New York (the “Federal Action”). The complaint, which was formally served to the Company in September 2006, alleged that Cardtronics had breached an ATM operating agreement between the parties by failing to pay the Customer the proper amount of fees under the agreement. The Customer is claiming that it is owed no less than $600,000 in lost revenues, exclusive of interests and costs, and projects that additional damages will accrue to them at a rate of approximately $100,000 per month, exclusive of interest and costs. As the term of the Company’s operating agreement with the Customer extends to December 2014, the Customer’s claims could exceed $12.0 million. On October 6, 2006, the Company filed a petition in the District Court of Harris County, Texas, seeking a declaratory judgment that it had not breached the ATM operating agreement. On October 10, 2006, the Customer filed a second complaint, this time in New York

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

State Supreme Court, alleging the same claims it had alleged in the Federal Action. Subsequently, the Customer withdrew the Federal Action because the federal court did not have subject matter jurisdiction. Additionally, Cardtronics has voluntarily dismissed the Texas lawsuit, electing to litigate the above-described claims in the New York State Supreme Court. In response to a motion for summary judgment filed by the Customer and a cross-motion filed by the Company, the New York State Supreme Court ruled on September 21, 2007 that the Company’s interpretation of the ATM operating agreement was the appropriate interpretation and expressly rejected the Customer’s proposed interpretations. In the event the Customer appeals this ruling, the Company will continue its aggressive defense of this lawsuit. Further, the Company believes that the ultimate resolution of this dispute will not have a material adverse impact on its financial condition or results of operations.

In March 2006, the Company filed a complaint in the United States District Court in Portland, Oregon, against CGI, Inc. (“Distributor”), a distributor for the ETA ATM business acquired by the Company. The complaint alleged that the Distributor breached the parties’ agreement by directly competing with Cardtronics on certain merchant accounts. The Distributor denied such violations, alleging that an oral modification of its distributor agreement with ETA permitted such activities, and initiated a counter-claim for alleged under-payments by us. The Company expressly denied the Distributor’s allegations. On July 31, 2007, the parties executed a settlement agreement wherein neither party admitted any wrongdoing, all differences were resolved, and both parties released each other from all claims made in the lawsuit. In connection with this settlement, the Distributor agreement was re-instated in a modified form to, among other things, clarify the Distributor’s non-compete obligations. Additionally, the settlement provided for a nominal payment to the Distributor relating to payments claimed under the distributor agreement. Subsequent to the execution of the settlement agreement, both parties have operated under the revised distributorship agreement without any material issues or disputes.

The Company is also subject to various legal proceedings and claims arising in the ordinary course of its business. Additionally, the 7-Eleven Financial Services Business acquired by the Company is subject to various legal claims and proceedings in the ordinary course of its business. The Company does not expect the outcome in any of these legal proceedings, individually or collectively, to have a material adverse effect on its financial condition or results of operations.

Capital and Operating Lease Obligations

As a result of the 7-Eleven ATM Transaction, the Company assumed responsibility for certain capital and operating lease contracts that will expire at various times during the next three years. Upon the fulfillment of certain payment obligations related to the capital leases, ownership of the ATMs transfers to the Company. As of September 30, 2007, approximately $2.3 million of capital lease obligations were included within the Company’s condensed consolidated balance sheet.

Additionally, in conjunction with its purchase price allocation related to the 7-Eleven ATM Transaction, the Company recorded approximately $8.7 million of other deferred liabilities (current and long-term) to value certain unfavorable equipment operating leases assumed as part of the acquisition. These liabilities are being amortized over the remaining terms of the underlying leases, the majority of which expire in late 2009, and serve to reduce ATM operating lease expense amounts to fair value. During the three and nine month periods ended September 30, 2007, the Company recognized approximately $0.7 million of operating lease expense reductions associated with the amortization of these liabilities. Upon the expiration of the operating leases, the Company will be required to renew such lease contracts, enter into new lease contracts, or purchase new or used ATMs to replace the leased equipment. If the Company decides to purchase ATMs and terminate the existing lease contracts at that time, it is currently anticipated that the Company will incur between $13.0 and $16.0 million in related capital expenditures. Additionally, in conjunction with the acquisition, the Company posted $7.5 million in letters of credit related to these operating and capital leases. See Note 7 for additional details on these letters of credit.

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


13.	Derivative Financial Instruments

As a result of its variable-rate debt and ATM cash management activities, the Company is exposed to changes in interest rates (LIBOR in the United States and the United Kingdom, the federal funds effective rate in the United States, and the Mexican Interbank Rate (“TIIE”) in Mexico). It is the Company’s policy to limit the variability of a portion of its expected future interest payments as a result of changes in LIBOR by utilizing certain types of derivative financial instruments.

To meet the above objective, the Company entered into several LIBOR-based interest rate swaps during 2004 and 2005 to fix the interest-based rental rate paid on $300.0 million of the Company’s current and anticipated outstanding ATM cash balances in the United States. The effect of such swaps was to fix the interest-based rental rate paid on the following notional amounts for the periods identified (in thousands) :


	Weighted Average
Notional Amount	Fixed Rate			Period

$300,000		4.00	%		October 1, 2007 — December 31, 2007
$300,000		4.35	%		January 1, 2008 — December 31, 2008
$200,000		4.36	%		January 1, 2009 — December 31, 2009
$100,000		4.34	%		January 1, 2010 — December 31, 2010

Additionally, in conjunction with the 7-Eleven ATM Transaction, the Company entered into a separate vault cash agreement with Wells Fargo, N.A. (“Wells Fargo”) to supply the cash that the Company utilizes for the operation of the 5,500 ATMs and Vcom units the Company acquired in that transaction. Under the terms of the vault cash agreement, the Company pays a monthly cash rental fee to Wells Fargo on the average amount of cash outstanding under a formula based on the federal funds effective rate. Subsequent to the acquisition date (July 20, 2007), the outstanding vault cash balance for the acquired 7-Eleven ATMs and Vcom units has averaged approximately $350.0 million. As a result, the Company’s exposure to changes in domestic interest rates has increased significantly. Accordingly, the Company entered into additional interest rate swaps in August 2007 to limit its exposure to changing interest-based rental rates on $250.0 million of the Company’s current and anticipated 7-Eleven ATM cash balances. The effect of these swaps was to fix the interest-based rental rate paid on the $250.0 million notional amount at 4.93% (excluding the applicable margin) through December 2010.

The Company’s interest rate swaps have been classified as cash flow hedges pursuant to SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. Accordingly, changes in the fair values of the Company’s interest rate swaps have been reported in accumulated other comprehensive income in the accompanying condensed consolidated balance sheets. As of September 30, 2007, the unrealized loss on such swaps totaled approximately $2.5 million, which was down from an unrealized gain of $7.1 million as of December 31, 2006. Such decline was due to the significant drop in current and forward interest rates that occurred in the financial markets during the quarter ended September 30, 2007. The unrealized gain amount as of December 31, 2006 has been included in accumulated other comprehensive income net of income taxes of $2.7 million. However, as a result of the Company’s overall net loss position for tax purposes, the Company has not recorded deferred taxes on the loss amount related to its interest rate hedges as of September 30, 2007, as management does not believe that the Company will be able to realize the benefits associated with such deferred tax positions.

Net amounts paid or received under such swaps are recorded as adjustments to the Company’s “Cost of ATM operating revenues” in the accompanying condensed consolidated statements of operations. During the nine month periods ended September 30, 2007 and 2006, gains or losses incurred as a result of ineffectiveness associated with the Company’s interest rate swaps were immaterial.

As of September 30, 2007, the Company has not entered into any derivative financial instruments to hedge its variable interest rate exposure in the United Kingdom or Mexico.

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


14.	Segment Information

Prior to the 7-Eleven ATM Transaction, the Company’s operations consisted of its United States, United Kingdom, and Mexico segments. As a result of the 7-Eleven ATM Transaction, the Company determined that the advanced-functionality Vcom Services provided through the acquired Vcom units are distinctly different than its other three segments and has identified the Vcom operations as an additional separate segment (“Advanced Functionality”). Accordingly, as of September 30, 2007, the Company’s operations consisted of its United States, United Kingdom, Mexico, and Advanced Functionality segments. The Company’s United States reportable segment now includes the traditional ATM operations of the acquired 7-Eleven Financial Services Business, including the traditional ATM activities conducted on the Vcom units. While each of these reportable segments provides similar kiosk-based and/or ATM-related services, each segment is managed separately, as they require different marketing and business strategies.

Management uses earnings before interest expense, income taxes, depreciation expense, accretion expense, and amortization expense (“EBITDA”) to assess the operating results and effectiveness of its business segments. Management believes EBITDA is useful because it allows them to more effectively evaluate the Company’s operating performance and compare the results of its operations from period to period without regard to its financing methods or capital structure. Additionally, the Company excludes depreciation, accretion, and amortization expense as these amounts can vary substantially from company to company within its industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. EBITDA, as defined by the Company, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with accounting principles generally accepted in the United States (“GAAP”). Therefore, EBITDA should not be considered in isolation or as a substitute for operating income, net income, cash flows from operating, investing, and financing activities or other income or cash flow statement data prepared in accordance with GAAP. Below is a reconciliation of EBITDA to net loss for the three and nine month periods ended September 30, 2007 and 2006:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
				(In thousands)

EBITDA	$	16,741		$	13,323		$	37,722		$	38,552
Depreciation and accretion expense		6,961			5,214			18,541			14,072
Amortization expense		9,204			2,263			14,062			9,610
Interest expense, net, including the amortization and write-off of financing costs and bond discounts		8,984			6,233			21,592			18,769
Income tax provision (benefit)		2,275			(60	)		3,212			(1,217	)

Net loss	$	(10,683	)	$	(327	)	$	(19,685	)	$	(2,682	)

The following tables reflect certain financial information for each of the Company’s reportable segments for the three and nine month periods ended September 30, 2007 and 2006, and as of September 30, 2007 and

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2006. All intercompany transactions between the Company’s reportable segments have been eliminated.


	For the Three Months Ended September 30, 2007
			United					Advanced
	United States		Kingdom		Mexico			Functionality			Eliminations			Total
					(In thousands)

Revenue from external customers	$	91,259	$	17,192	$	1,451		$	685		$	—		$	110,587
Cost of revenues		69,586		12,339		1,152			2,644			—			85,721
Selling, general, and administrative expense		6,091		1,116		344			121			(51	)		7,621
EBITDA	$	15,036	$	3,611	$	(50	)	$	(2,080	)	$	224		$	16,741
Depreciation and accretion expense	$	4,862	$	1,997	$	93		$	—		$	9		$	6,961
Amortization expense		8,743		449		12			—			—			9,204
Interest expense, net		7,778		1,124		82			—			—			8,984
Capital expenditures ⁽¹⁾⁽²⁾	$	9,685	$	9,833	$	865		$	226		$	—		$	20,609
Additions to equipment to be leased to customers		—		—		(10	)		—			—			(10	)


	For the Three Months Ended September 30, 2006
			United					Advanced
	United States		Kingdom		Mexico			Functionality		Eliminations			Total
					(In thousands)

Revenue from external customers	$	64,346	$	11,747	$	272		$	—	$	—		$	76,365
Intersegment revenues		46		—		—			—		(46	)		—
Cost of revenues		49,550		7,719		144			—		(28	)		57,385
Selling, general, and administrative expense		4,814		803		194			—		—			5,811
EBITDA	$	10,259	$	3,210	$	(128	)	$	—	$	(18	)	$	13,323
Depreciation and accretion expense	$	4,096	$	1,106	$	12		$	—	$	—		$	5,214
Amortization expense		1,888		342		33			—		—			2,263
Interest expense, net		5,416		831		(14	)		—		—			6,233
Capital expenditures ⁽¹⁾⁽²⁾	$	8,592	$	5,744	$	91		$	—	$	—		$	14,427


	For the Nine Months Ended September 30, 2007
				United					Advanced
	United States			Kingdom		Mexico			Functionality			Eliminations			Total
						(In thousands)

Revenue from external customers	$	213,186		$	45,533	$	2,940		$	685		$	—		$	262,344
Intersegment revenues		(82	)		—		—			—			82			—
Cost of revenues		165,188			32,650		2,454			2,644			(50	)		202,886
Selling, general, and administrative expense		16,735			3,152		961			121			16			20,985
EBITDA	$	30,773		$	9,394	$	(491	)	$	(2,080	)	$	126		$	37,722
Depreciation and accretion expense	$	13,392		$	5,007	$	162		$	—		$	(20	)	$	18,541
Amortization expense		12,747			1,278		37			—			—			14,062
Interest expense, net		18,262			3,156		174			—			—			21,592
Capital expenditures ⁽¹⁾⁽²⁾	$	21,795		$	21,058	$	2,259		$	226		$	—		$	45,338
Additions to equipment to be leased to customers		—			—		412			—			—			412

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	For the Nine Months Ended September 30, 2006
				United					Advanced
	United States			Kingdom		Mexico			Functionality		Eliminations			Total
						(In thousands)

Revenue from external customers	$	188,903		$	29,383	$	474		$	—	$	—		$	218,760
Intersegment revenues		(216	)		—		—			—		216			—
Cost of revenues		145,767			19,456		295			—		(151	)		165,367
Selling, general, and administrative expense		12,979			2,372		361			—		(3	)		15,709
EBITDA	$	31,378		$	7,394	$	(155	)	$	—	$	(65	)	$	38,552
Depreciation and accretion expense	$	10,979		$	3,067	$	26		$	—	$	—		$	14,072
Amortization expense		8,698			879		33			—		—			9,610
Interest expense, net		16,353			2,415		1			—		—			18,769
Capital expenditures ⁽¹⁾⁽²⁾	$	16,749		$	9,052	$	220		$	—	$	—		$	26,021


⁽¹⁾		Capital expenditure amounts presented above include payments made for exclusive license agreements and site acquisition costs.

⁽²⁾		Capital expenditure amounts for Cardtronics Mexico are reflected gross of any minority interest amounts. Additionally, the 2006 capital expenditure amount excludes the Company’s initial $1.0 million investment in Cardtronics Mexico.

Identifiable Assets:


	September 30, 2007		December 31, 2006
	(In thousands)

United States	$	396,339	$	238,127
United Kingdom		148,467		126,070
Mexico		9,730		3,559
Advanced Functionality		7,665		—

Total	$	562,201	$	367,756


15.	New Accounting Pronouncements

Accounting for Uncertainty in Income Taxes. During the first quarter of 2007, the Company adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 . This interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, Accounting for Income Taxes . The interpretation prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company applied the provisions of FIN 48 to all tax positions upon its initial adoption effective January 1, 2007, and determined that no cumulative effect adjustment was required as of such date. As of September 30, 2007, the Company had a $0.2 million reserve for uncertain tax positions recorded pursuant to FIN 48.

Fair Value Measurements. In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”), which provides guidance on measuring the fair value of assets and liabilities in the financial statements. The provisions of SFAS No. 157 are effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the impact, if any, this statement will have on its financial statements.

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Fair Value Option. In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”), which provides companies the option to measure certain financial instruments and other items at fair value. The provisions of SFAS No. 159 are effective as of the beginning of fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact, if any, this statement will have on its financial statements.

Registration Payment Arrangements. In December 2006, the FASB issued FASB Staff Position (“FSP”) Emerging Issues Task Force (“EITF”) No. 00-19-2, Accounting for Registration Payment Arrangements (“FSP EITF 00-19-2”), which addresses an issuer’s accounting for registration payment arrangements. Specifically, FSP EITF 00-19-2 specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with SFAS No. 5, Accounting for Contingencies . The guidance contained in this standard amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities , as amended, and SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity , as well as FIN 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others , to include scope exceptions for registration payment arrangements. FSP EITF 00-19-2 is effective immediately for registration payment arrangements and the financial instruments subject to those arrangements that are entered into or modified subsequent to the date of issuance of this standard. For registration payment arrangements and financial instruments subject to those arrangements that were entered into prior to the issuance of this standard, the guidance in the standard is effective for financial statements issued for fiscal years beginning after December 15, 2006, and interim periods within those fiscal years. The Company’s adoption of this standard on January 1, 2007 had no impact on its financial statements. The Company is currently evaluating the impact that the implementation of FSP EITF 00-19-2 may have on its financial statements as it relates to the Company’s issuance of $100.0 million of Series B Notes in July 2007. The Company has agreed to file a registration statement with the SEC within 240 days of the issuance of the Series B Notes with respect to an offer to exchange each of the Series B Notes for a new issue of its debt securities registered under the Securities Act and to use reasonable best efforts to have the exchange offer become effective as soon as reasonably practicable after filing but in any event no later than 360 days after the initial issuance date of the Series B Notes.


16.	Related Party Transactions

Series B Convertible Preferred Stock Amendment. On June 1, 2007, the Company entered into a letter agreement to amend the terms of its Series B Convertible Preferred Stock in order to increase, under certain circumstances, the number of shares of common stock into which the Funds’ Series B Convertible Preferred Stock would be convertible in the event the Company completes an initial public offering. For additional information on this amendment, see Note 10.

Cardtronics Mexico Capital Contribution. In June 2007, the Company purchased an additional 1,177,429 shares of Class B preferred stock issued by Cardtronics Mexico for approximately $0.2 million. The Company’s 51.0% ownership interest in Cardtronics Mexico did not change as a result of this purchase, as a minority interest shareholder has entered into an agreement to purchase a pro rata amount of Class A preferred stock at the same price. In August 2007, the minority interest shareholder funded the $0.2 million purchase consideration related to its additional share purchase. As of the date of contribution, the cumulative losses generated by Cardtronics Mexico and allocable to such minority interest shareholder had exceeded the minority interest shareholders equity investment in Cardtronics Mexico. Accordingly, incremental losses generated by Cardtronics Mexico have been (and continue to be) allocated 100% to Cardtronics. As the incremental losses previously allocated to Cardtronics on behalf of the minority interest shareholders exceeded the $0.2 million minority interest contribution, 100% of this contribution was recognized by Cardtronics as income.

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

All future losses generated by Cardtronics Mexico will continue to be allocated 100% to Cardtronics until such time that Cardtronics Mexico generates a cumulative amount of earnings sufficient to cover all excess losses allocable to the Company, or until such time that the minority interest shareholders contribute additional equity to Cardtronics Mexico in an amount sufficient to cover such losses.

Common Stock Repurchase. During the three months ended September 30, 2006, the Company repurchased 15,255 shares of the Company’s common stock held by certain of the Company’s executive officers for approximately $1.3 million in proceeds. Such proceeds were primarily utilized by the executive officers to repay certain loans, including all accrued and unpaid interest related thereto, made between such executive officers and the Company in 2003. Such loans were required to be repaid pursuant to SEC rules and regulations prohibiting registrants from having loans with executive officers. This was effective as a result of the successful registration of the Company’s senior subordinated notes with the SEC in September 2006.


17.	Supplemental Guarantor Financial Information

The Company’s senior subordinated notes issued in August 2005, as well as its Series B Notes issued in July 2007, are guaranteed on a full and unconditional basis by the Company’s domestic subsidiaries. The following information sets forth the condensed consolidating statements of operations for the three and nine month periods ended September 30, 2007 and 2006, the condensed consolidating balance sheets as of September 30, 2007 and December 31, 2006, and the condensed consolidating statements of cash flows for the nine month periods ended September 30, 2007 and 2006, of (i) Cardtronics, Inc., the parent company and issuer of the senior subordinated notes (the “Parent”); (ii) the Company’s domestic subsidiaries on a combined basis (collectively, the “Guarantors”); and (iii) the Company’s international subsidiaries on a combined basis (collectively, the “Non-Guarantors”):

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Consolidating Statements of Operations


	Three Months Ended September 30, 2007
							Non-
	Parent			Guarantors			Guarantors			Eliminations			Total
	(In thousands)

Revenues	$	—		$	91,944		$	18,643		$	—		$	110,587
Operating costs and expenses		320			91,727			17,502			(42	)		109,507

Operating (loss) income		(320	)		217			1,141			42			1,080
Interest expense, net		2,142			5,636			1,206			—			8,984
Equity in (earnings) losses of subsidiaries		6,005			—			—			(6,005	)		—
Other (income) expense, net		—			547			131			(174	)		504

(Loss) income before income taxes		(8,467	)		(5,966	)		(196	)		6,221			(8,408	)
Income tax provision (benefit)		2,432			53			(210	)		—			2,275

Net (loss) income		(10,899	)		(6,019	)		14			6,221			(10,683	)
Preferred stock accretion expense		67			—			—			—			67

Net (loss) income available to common stockholders	$	(10,966	)	$	(6,019	)	$	14		$	6,221		$	(10,750	)


	Three Months Ended September 30, 2006
							Non-
	Parent			Guarantors			Guarantors		Eliminations			Total
	(In thousands)

Revenues	$	—		$	64,392		$	12,019	$	(46	)	$	76,365
Operating costs and expenses		311			60,037			10,353		(28	)		70,673

Operating (loss) income		(311	)		4,355			1,666		(18	)		5,692
Interest expense, net		2,229			3,187			817		—			6,233
Equity in (earnings) losses of subsidiaries		(1,778	)		—			—		1,778			—
Other (income) expense, net		—			(184	)		78		(48	)		(154	)

(Loss) income before income taxes		(762	)		1,352			771		(1,748	)		(387	)
Income tax (benefit) provision		(405	)		63			282		—			(60	)

Net (loss) income		(357	)		1,289			489		(1,748	)		(327	)
Preferred stock accretion expense		67			—			—		—			67

Net (loss) income available to common stockholders	$	(424	)	$	1,289		$	489	$	(1,748	)	$	(394	)

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	Nine Months Ended September 30, 2007
							Non-
	Parent			Guarantors			Guarantors			Eliminations			Total
	(In thousands)

Revenues	$	—		$	213,953		$	48,473		$	(82	)	$	262,344
Operating costs and expenses		909			209,918			45,701			(54	)		256,474

Operating (loss) income		(909	)		4,035			2,772			(28	)		5,870
Interest expense, net		6,502			11,760			3,330			—			21,592
Equity in (earnings) losses of subsidiaries		9,240			—			—			(9,240	)		—
Other (income) expense, net		(112	)		684			353			(174	)		751

(Loss) income before income taxes		(16,539	)		(8,409	)		(911	)		9,386			(16,473	)
Income tax provision (benefit)		3,292			158			(238	)		—			3,212

Net (loss) income		(19,831	)		(8,567	)		(673	)		9,386			(19,685	)
Preferred stock accretion expense		200			—			—			—			200

Net (loss) income available to common stockholders	$	(20,031	)	$	(8,567	)	$	(673	)	$	9,386		$	(19,885	)


	Nine Months Ended September 30, 2006
							Non-
	Parent			Guarantors			Guarantors		Eliminations			Total
	(In thousands)

Revenues	$	—		$	189,119		$	29,857	$	(216	)	$	218,760
Operating costs and expenses		796			177,627			26,489		(154	)		204,758

Operating (loss) income		(796	)		11,492			3,368		(62	)		14,002
Interest expense, net		6,335			10,018			2,416		—			18,769
Equity in (earnings) losses of subsidiaries		(2,898	)		—			—		2,898			—
Other (income) expense, net		—			(956	)		133		(45	)		(868	)

(Loss) income before income taxes		(4,233	)		2,430			819		(2,915	)		(3,899	)
Income tax (benefit) provision		(1,568	)		37			314		—			(1,217	)

Net (loss) income		(2,665	)		2,393			505		(2,915	)		(2,682	)
Preferred stock accretion expense		199			—			—		—			199

Net (loss) income available to common stockholders	$	(2,864	)	$	2,393		$	505	$	(2,915	)	$	(2,881	)

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Consolidating Balance Sheets


	As of September 30, 2007
						Non-
	Parent			Guarantors		Guarantors			Eliminations			Total
	(In thousands)

Assets:
Cash and cash equivalents	$	14		$	5,527	$	577		$	—		$	6,118
Receivables, net		(4,104	)		21,067		3,322			3,791			24,076
Other current assets		1,051			7,879		8,647			(328	)		17,249

Total current assets		(3,039	)		34,473		12,546			3,463			47,443
Property and equipment, net		—			90,203		48,336			(215	)		138,324
Intangible assets, net		9,074			110,305		15,311			—			134,690
Goodwill		—			150,627		85,861			—			236,488
Investments and advances to subsidiaries		65,906			—		—			(65,906	)		—
Intercompany receivable		(636	)		6,226		(5,590	)		—			—
Prepaid and other assets		359,675			3,523		1,733			(359,675	)		5,256

Total assets	$	430,980		$	395,357	$	158,197		$	(422,333	)	$	562,201

Liabilities and Stockholders’ Deficit:
Current portion of long-term debt and notes payable	$	—		$	—	$	529		$	—		$	529
Current portion of capital leases		—			1,098		—			—			1,098
Current portion of other long-term liabilities		—			12,399		153			—			12,552
Accounts payable and accrued liabilities		6,369			47,727		21,453			3,469			79,018

Total current liabilities		6,369			61,224		22,135			3,469			93,197
Long-term debt, less current portion		401,559			266,925		97,291			(359,675	)		406,100
Capital leases		—			1,183		—			—			1,183
Deferred tax liability		5,587			1,230		3,126			—			9,943
Asset retirement obligations		—			11,946		4,446			—			16,392
Other non-current liabilities and minority interest		—			17,425		496			—			17,921

Total liabilities		413,515			359,933		127,494			(356,206	)		544,736
Preferred stock		76,794			—		—			—			76,794
Stockholders’ equity (deficit)		(59,329	)		35,424		30,703			(66,127	)		(59,329	)

Total liabilities and stockholders’ deficit	$	430,980		$	395,357	$	158,197		$	(422,333	)	$	562,201

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	As of December 31, 2006
						Non-
	Parent			Guarantors		Guarantors			Eliminations			Total
	(In thousands)

Assets:
Cash and cash equivalents	$	97		$	1,818	$	803		$	—		$	2,718
Receivables, net		3,463			13,068		1,966			(3,606	)		14,891
Other current assets		544			14,069		6,204			(39	)		20,778

Total current assets		4,104			28,955		8,973			(3,645	)		38,387
Property and equipment, net		—			59,512		27,326			(170	)		86,668
Intangible assets, net		6,982			45,757		15,024			—			67,763
Goodwill		—			86,702		82,861			—			169,563
Investments and advances to subsidiaries		81,076			—		—			(81,076	)		—
Intercompany receivable		(122	)		5,046		(4,924	)		—			—
Prepaid and other assets		211,175			5,006		369			(211,175	)		5,375

Total assets	$	303,215		$	230,978	$	129,629		$	(296,066	)	$	367,756

Liabilities and Stockholders’ Deficit:
Current portion of long-term debt and notes payable	$	—		$	—	$	194		$	—		$	194
Current portion of other long-term liabilities		—			2,458		43			—			2,501
Accounts payable and accrued liabilities		8,458			32,202		14,218			(3,622	)		51,256

Total current liabilities		8,458			34,660		14,455			(3,622	)		53,951
Long-term debt, less current portion		251,883			132,351		79,641			(211,174	)		252,701
Deferred tax liability		3,340			1,040		3,245			—			7,625
Asset retirement obligations		—			7,673		2,316			—			9,989
Other non-current liabilities and minority interest		108			3,806		150			—			4,064

Total liabilities		263,789			179,530		99,807			(214,796	)		328,330
Preferred stock		76,594			—		—			—			76,594
Stockholders’ equity (deficit)		(37,168	)		51,448		29,822			(81,270	)		(37,168	)

Total liabilities and stockholders’ deficit	$	303,215		$	230,978	$	129,629		$	(296,066	)	$	367,756

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Consolidating Statements of Cash Flows


	Nine Months Ended September 30, 2007
							Non-
	Parent			Guarantors			Guarantors			Eliminations			Total
	(In thousands)

Net cash (used in) provided by operating activities	$	(4,328	)	$	25,198		$	14,319		$	—		$	35,189

Capital expenditures, net		—			(21,711	)		(22,243	)		—			(43,954	)
Payments for exclusive license agreements and site acquisition costs		—			(307	)		(1,074	)		—			(1,381	)
Additions to equipment to be leased to customers, net of principal payments received		—			—			(390	)		—			(390	)
Acquisition of 7-Eleven Financial Services Business, net of cash acquired		—			(138,570	)		—			—			(138,570	)
Proceeds from sale of Winn-Dixie equity securities		—			3,950			—			—			3,950
Proceeds received out of escrow related to BASC acquisition		—			876			—			—			876

Net cash used in investing activities		—			(155,762	)		(23,707	)		—			(179,469	)

Proceeds from issuance of long-term debt		169,434			155,934			8,872			(163,982	)		170,258
Repayments of long-term debt		(22,000	)		(21,609	)		(114	)		21,360			(22,363	)
Issuance of long-term notes receivable		(163,982	)		—			—			163,982			—
Payments received on long-term notes receivable		21,360			—			—			(21,360	)		—
Proceeds from borrowings under bank overdraft facility, net		—			—			54			—			54
Issuance of capital stock		46			(363	)		363			—			46
Minority interest shareholder capital contribution		—			174			—			—			174
Other financing activities		(613	)		137			—			—			(476	)

Net cash provided by financing activities		4,245			134,273			9,175			—			147,693

Effect of exchange rate changes on cash		—			—			(13	)		—			(13	)

Net increase (decrease) in cash and cash equivalents		(83	)		3,709			(226	)		—			3,400
Cash and cash equivalents at beginning of period		97			1,818			803			—			2,718

Cash and cash equivalents at end of period	$	14		$	5,527		$	577		$	—		$	6,118

CARDTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	Nine Months Ended September 30, 2006
							Non-
	Parent			Guarantors			Guarantors			Eliminations			Total
	(In thousands)

Net cash (used in) provided by operating activities	$	(11,866	)	$	20,876		$	7,857		$	—		$	16,867

Capital expenditures, net		—			(15,196	)		(8,883	)		—			(24,079	)
Payments for exclusive license agreements and site acquisition costs		—			(1,544	)		(298	)		—			(1,842	)
Acquisitions, net of cash acquired		(1,039	)		27			—			1,000			(12	)

Net cash (used in) provided by investing activities		(1,039	)		(16,713	)		(9,181	)		1,000			(25,933	)

Proceeds from issuance of long-term debt		30,300			9,900			—			(9,900	)		30,300
Repayments of long-term debt		(22,000	)		(14,900	)		—			14,900			(22,000	)
Issuance of long-term notes receivable		(9,900	)		—			—			9,900			—
Payments received on long-term notes receivable		14,900			—			—			(14,900	)		—
Issuance of capital stock		—			—			1,000			(1,000	)		—
Purchase of treasury stock		(50	)		—			—			—			(50	)
Other financing activities		(447	)		(30	)		—			—			(477	)

Net cash provided by (used in) financing activities		12,803			(5,030	)		1,000			(1,000	)		7,773
Effect of exchange rate changes on cash		—			—			69			—			69

Net decrease in cash and cash equivalents		(102	)		(867	)		(255	)		—			(1,224	)
Cash and cash equivalents at beginning of period		118			1,544			37			—			1,699

Cash and cash equivalents at end of period	$	16		$	677		$	(218	)	$	—		$	475


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are identified by the use of the words “believe,” “expect,” “anticipate,” “will,” “contemplate,” “would”, and similar expressions that contemplate future events. Numerous important factors, risks, and uncertainties may affect our operating results, including, without limitation, risks and uncertainties relating to trends in ATM usage and alternative payment options; changes in the ATM transaction fees the Company receives; decreases in the number of ATMs that can be placed with the Company’s top merchants; the Company’s reliance on third parties for cash management and other key outsourced services; changes in interest rates; declines in, or system failures that interrupt or delay, ATM transactions; the Company’s ability to continue to execute its growth strategies; risks associated with the acquisition of other ATM networks; increased industry competition; increased regulation and regulatory uncertainty; changes in ATM technology; changes in foreign currency rates; and general and economic conditions. As a result, our future results may differ materially from the results implied by these or any other forward-looking statements made by us or on our behalf, and there can be no assurance that future results will meet expectations. All of our forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date of this report.

With this in mind, you should consider the risks discussed elsewhere in this report and other documents we file with the SEC from time to time and the following important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by us or on our behalf.

Overview

As of September 30, 2007, we operated a network of approximately 31,500 ATMs operating in all 50 states and within the United Kingdom and Mexico. Our extensive ATM network is strengthened by multi-year contractual relationships with a wide variety of nationally and internationally-known merchants pursuant to which we operate ATMs in their locations. We deploy ATMs under two distinct arrangements with our merchant partners: Company-owned and merchant-owned.

Company-owned. Under a Company-owned arrangement, we own or lease the ATM and are responsible for controlling substantially all aspects of its operation. These responsibilities include what we refer to as first line maintenance, such as replacing paper, clearing paper or bill jams, resetting the ATM, any telecommunications and power issues, or other maintenance activities that do not require a trained service technician. We are also responsible for what we refer to as second line maintenance, which includes more complex maintenance procedures that require trained service technicians and often involve replacing component parts. In addition to first and second line maintenance, we are responsible for arranging for cash, cash loading, supplies, telecommunications service, and all other services required for the operation of the ATM, other than electricity. We typically pay a fee, either periodically, on a per-transaction basis, or a combination of both, to the merchant on whose premises the ATM is physically located. We operate a limited number of our Company-owned ATMs on a merchant-assisted basis. In these arrangements, we own the ATM and provide all transaction processing services, but the merchant generally is responsible for providing and loading cash for the ATM and performing first line maintenance.

Typically, we deploy ATMs under Company-owned arrangements for our national and regional merchant customers. Such customers include 7-Eleven, BP Amoco, Chevron, Costco, CVS/Pharmacy, Duane Reade, ExxonMobil, Hess Corporation, Sunoco, Target, Walgreens, and Winn-Dixie in the United States; Alfred Jones, Martin McColl, McDonalds, The Noble Organisation, Odeon Cinemas, Spar, Tates, and Vue Cinemas in the United Kingdom; and Fragua and OXXO in Mexico. Because Company-owned locations are controlled by us (i.e., we control the uptime of the machines), are usually located in major national chains, and are thus more likely candidates for additional sources of revenue such as bank branding, they generally offer higher transaction volumes and greater profitability, which we consider necessary to justify the upfront capital cost of installing such machines. As of September 30, 2007, we operated approximately 19,600 ATMs under Company-owned arrangements.

Merchant-owned. Under a merchant-owned arrangement, the merchant owns the ATM and is responsible for its maintenance and the majority of the operating costs; however, we generally continue to provide all transaction processing services and, in some cases, retain responsibility for providing and loading cash. We typically enter into merchant-owned arrangements with our smaller, independent merchant customers. In situations where a merchant purchases an ATM from us, the merchant normally retains responsibility for providing cash for the ATM and all maintenance as well as the responsibility for cash loading, supplies, telecommunication, and electrical services. Under these arrangements, we provide all transaction processing services (e.g., monitoring, maintenance requiring a technician, etc.). Because the merchant bears more of the costs associated with operating ATMs under this arrangement, the merchant typically receives a higher fee on a per-transaction basis than is the case under a Company-owned arrangement. In merchant-owned arrangements under which we have assumed responsibility for providing and loading cash and/or second line maintenance, the merchant receives a smaller fee on a per-transaction basis than in the typical merchant-owned arrangement. As of September 30, 2007, we operated approximately 11,900 ATMs under merchant-owned arrangements.

In the future, we expect the percentage of our Company-owned and merchant-owned arrangements to continue to fluctuate in response to the mix of ATMs we add through internal growth and acquisitions. All 5,500 ATM and Vcom units acquired in the 7-Eleven ATM Transaction are operated under a Company-owned arrangement. While we may continue to add merchant-owned ATMs to our network as a result of acquisitions and internal sales efforts, our focus for internal growth will remain on expanding the number of Company-owned ATMs in our network due to the higher margins typically earned and the additional revenue opportunities available to us under Company-owned arrangements.

In-house transaction processing. We are in the process of converting our ATMs from various third-party transaction processing companies to our own in-house transaction processing platform, thus providing us with the ability to control the processing of transactions conducted on our network of ATMs. We expect that this move will provide us with the ability to control the content of the information appearing on the screens of our ATMs, which should in turn serve to increase the types of products and services that we will be able to offer to financial institutions. For example, with the ability to control screen flow, we expect to be able to offer customized branding solutions to financial institutions, including one-to-one marketing and advertising services at the point of transaction. Additionally, we expect that this move will provide us with future operational cost savings in terms of lower overall processing costs. We currently expect that it will cost us approximately $3.0 million to convert our current network of ATMs over to our in-house transaction processing switch, of which approximately $1.7 million has been incurred through September 30, 2007. As discussed above, our in-house transaction processing efforts are focused on controlling the flow and content of information on the ATM screen; however, we will continue to rely on third party service providers to handle the back-end connections to the electronic funds transfer (“EFT”) networks and various fund settlement and reconciliation processes for our Company-owned accounts. As of October 31, 2007, we had converted approximately 10,000 ATMs over to our in-house transaction processing platform, and we currently expect to complete this initiative by December 31, 2008.

Recent Events

7-Eleven ATM Transaction. On July 20, 2007, we acquired substantially all of the assets of the financial services business of 7-Eleven (“7-Eleven Financial Services Business”) for approximately $138.0 million in cash. Such amount included a $2.0 million payment for estimated acquired working capital and approximately $1.0 million in other related closing costs. Subsequent to September 30, 2007, the working capital payment was reduced to $1.3 million based on the actual working capital amounts outstanding as of the acquisition date, thus reducing the Company’s overall cost of the acquisition to $137.3 million. The acquisition included approximately 5,500 ATMs located in 7-Eleven stores throughout the United States, of which approximately 2,000 are advanced-functionality financial self-service kiosks branded as “Vcom ^tm ” terminals that are capable of providing more sophisticated financial services, such as check-cashing, off-premise deposit taking using electronic imaging, money transfer, bill payment services, and other kiosk-based financial services (collectively, the “Vcom Services”). In connection with the 7-Eleven ATM Transaction, we entered into a placement agreement that will provide us, subject to certain conditions, a ten-year exclusive right to operate all ATMs and Vcom units in 7-Eleven locations throughout the United States, including any new stores opened or acquired by 7-Eleven.

The operating results of our United States segment now include the results of the traditional ATM operations of the acquired 7-Eleven Financial Services Business, including the traditional ATM activities conducted on the Vcom units. Additionally, as a result of the distinctly different functionality provided by and expected economic results of the Vcom Services, such operations have been identified as a separate reportable segment. Because of the significance of this acquisition, our operating results for the three and nine month periods ended September 30, 2007 and our future operating results will not be comparable to our historical results. In particular, we expect a number of our revenue and expense line items to increase substantially as a result of this acquisition. While we expect our revenues and gross profits to increase substantially as a result of the 7-Eleven ATM Transaction, such amounts will initially be partially offset by higher operating expense amounts, including higher selling, general, and administrative expenses associated with running the combined operations. Additionally, depreciation, amortization, and accretion expense amounts will increase significantly as a result of the tangible and intangible assets recorded as part of the acquisition. Furthermore, because we financed the acquisition through the issuance of additional senior subordinated notes and borrowings under our amended revolving credit facility, our interest expense, including the amortization of the related deferred financing costs, will increase significantly.

Historically, the Vcom Services have generated operating losses (excluding upfront placement fees, which are unlikely to recur at such levels in the future). We estimate that such losses totaled approximately $6.6 million and $7.8 million for the year ended December 31, 2006 and the nine months ended September 30, 2007, respectively. Despite these losses, we plan to continue to operate the Vcom units and work to restructure the Vcom Services to improve the underlying financial results of that portion of our business. By continuing to provide the Vcom Services for a period of 12-18 months following the acquisition, we currently expect that we may incur up to $10.0 million in operating losses, including potential contract termination costs. Subsequent to our acquisition on July 20, 2007 and through September 30, 2007, the Vcom Services generated an operating loss of $2.1 million, a level consistent with our expectations at closing. In the event we are unsuccessful in our efforts and our cumulative losses reach $10.0 million (including termination costs, which we currently estimate would be approximately $1.5 million), our current intent is to terminate the Vcom Services and utilize the existing Vcom machines to provide traditional ATM services. If we terminate the Vcom Services, we believe that the financial results of the acquired 7-Eleven operations would improve considerably. However, until the Vcom Services are successfully restructured or terminated, they are expected to have a continuing negative impact on our ongoing domestic operating results and related margins.

Financing Transactions. On September 7, 2007, we filed a registration statement on Form S-1 with the Securities and Exchange Commission (“SEC”) relating to an initial public offering of shares of our common stock. We filed an amendment to that registration statement on October 12, 2007, in which we disclosed our intent to offer a total of 16.7 million shares of our common stock at an estimated price range of $14 to $16 per share (after taking into account an anticipated 9.6259:1 stock split that will occur immediately prior to the offering). Of the expected 16.7 million shares to be sold, we anticipate selling half of those shares, with the remaining share amounts to be sold by existing shareholders. Assuming the mid-point of the price range noted above, we anticipate raising approximately $125.0 million in proceeds (before deducting estimated underwriting discounts and commissions and estimated offering expenses), which we intend to utilize to pay down borrowings outstanding under our credit facility and for general corporate purposes. Because this offering has not yet occurred, the share and per share information presented in this Quarterly Report on Form 10-Q does not reflect the effects of the aforementioned stock split. The closing of the offering remains subject to numerous risks and uncertainties, as described more fully in the registration statement, and there is no guarantee as to when or if the offering will close.

On July 20, 2007, we sold $100.0 million of 9 1 / 4 % senior subordinated notes due 2013 — Series B (the “Series B Notes”) pursuant to Rule 144A of the Securities Act of 1933 to help fund the 7-Eleven ATM Transaction. The form and terms of the Series B Notes are substantially the same as the form and terms of the $200.0 million senior subordinated notes issued in August 2005, except that (i) the notes issued in August 2005 have been registered with the Securities and Exchange Commission while the Series B Notes remain subject to transfer restrictions until we complete an exchange offer, and (ii) the Series B Notes were issued with Original Issue Discount and have an effective yield of 9.54%. We agreed to file a registration statement with the SEC within 240 days of the issuance of the Series B Notes with respect to an offer to exchange each of the Series B Notes for a new issue of our debt securities registered under the Securities Act with terms identical to those of the Series B

Notes (except for the provisions relating to the transfer restrictions and payment of additional interest) and to use reasonable best efforts to have the exchange offer become effective as soon as reasonably practicable after filing but in any event no later than 360 days after the initial issuance date of the Series B Notes. If we fail to satisfy our registration obligations, we will be required, under certain circumstances, to pay additional interest to the holders of the Series B Notes.

In July 2007, in conjunction with the 7-Eleven ATM Transaction, we amended our revolving credit facility to, among other things, (i) increase the maximum borrowing capacity under the revolver from $125.0 million to $175.0 million in order to partially finance the 7-Eleven ATM transaction and to provide additional financial flexibility; (ii) increase the amount of “indebtedness” (as defined in the Credit Agreement) to allow for the new issuance of the notes described above; (iii) extend the term of the Credit Agreement from May 2010 to May 2012; (iv) increase the amount of capital expenditures we can incur on a rolling 12-month basis from $60.0 million to a maximum of $75.0 million; and (v) amend certain restrictive covenants contained within the facility. This amendment, which was contingent upon the closing of the acquisition of the ATM business of 7-Eleven, became effective on July 20, 2007.

In May 2007, we amended our revolving credit facility to modify, among other items, (i) the interest rate spreads on outstanding borrowings and other pricing terms and (ii) certain restrictive covenants contained within the facility. Such modification will allow for reduced interest expense in future periods, assuming a constant level of borrowing.

Merchant-owned account attrition. In general, we have experienced nominal turnover among our customers with whom we enter into Company-owned arrangements and have been very successful in negotiating contract renewals with such customers. Conversely, we have historically experienced a higher turnover rate among our smaller merchant-owned customers, with our domestic merchant-owned account base declining by approximately 1,000 machines from September 30, 2006 to September 30, 2007. While part of this attrition was due to an internal initiative launched by us in 2006 to aggressively identify and either restructure or eliminate certain underperforming merchant-owned accounts, an additional driver of this attrition was local and regional independent ATM service organizations targeting our smaller merchant-owned accounts upon the termination of the merchants’ contracts with us, or upon a change in the merchants’ ownership, which can be a common occurrence. Accordingly, we launched an internal initiative to identify and retain those merchant-owned accounts where we believe it made economic sense to do so. Our retention efforts to date have been successful, as we have seen a decline in the attrition rates in the current year compared to 2006. Specifically, our attrition rate during the nine months ended September 30, 2007 was approximately 500 ATMs compared to approximately 1,500 ATMs during the same period of 2006. However, we still cannot predict whether such efforts will continue to be successful in reducing the aforementioned attrition rate. Furthermore, because of our efforts to eliminate certain underperforming accounts, we may continue to experience the aforementioned downward trend in our merchant-owned account base for the foreseeable future. Finally, because the EFT networks have required that all ATMs be compliant with the Triple Data Encryption Standard (“Triple-DES”, meaning data sent to and from ATMs must be triple encrypted) by the end of 2007, we believe that it is likely that we will lose additional merchant-owned accounts and the related ATMs during the remainder of this year and during the first quarter of 2008 as some merchants with low transacting ATMs may decide to dispose of their ATMs rather than incur the costs to upgrade or replace their existing machines.

Intangible asset impairments. During the nine months ended September 30, 2007, we recorded approximately $5.3 million of impairment charges related to our intangible assets, of which $5.1 million relates to an impairment recorded for a single merchant contract acquired in 2004. We have continued to monitor the ATM operations agreement with this particular merchant customer as the future cash flows associated with that contract may be insufficient to support the related unamortized intangible and tangible asset values. We have also been in discussions with this particular merchant customer regarding additional services that could be offered under the existing contract to increase the number of transactions conducted on, and cash flows generated by, the underlying ATMs. However, we were unable to make any progress in this regard during the quarter ended September 30, 2007, and, based on discussions that have been held with this merchant, have concluded that the likelihood of being able to provide such additional services has decreased considerably. Furthermore, average monthly transaction volumes associated with this particular contract have continued to decrease in 2007 when compared to the same period last year. Accordingly, we concluded that the above impairment charge was warranted as of September 30, 2007. The

impairment charge recorded served to write-off the remaining unamortized intangible asset associated with this merchant.

We plan to continue to work with this merchant customer to offer the additional services noted above, which we believe could significantly increase the future cash flows earned under this contract. Absent our ability to do this, we will attempt to restructure the terms of the existing contract in an effort to improve the underlying cash flows associated with such contract.

Valuation allowance. During the three and nine month periods ended September 30, 2007, we recorded $2.5 million and $3.4 million of valuation allowances to reserve for the estimated net deferred tax asset balance associated with our domestic operations. Additionally, during the second quarter of 2007, we changed our estimated domestic effective federal and state income tax rates for the remainder of 2007. Such adjustments were based, in part, on the expectation of increased pre-tax book losses through the remainder of 2007, primarily as a result of the additional interest expense associated with the 7-Eleven ATM Transaction, coupled with the anticipated losses associated with the acquired Vcom operations.

Results of Operations

The following table sets forth our condensed consolidated statements of operations information as a percentage of total revenues for the periods indicated. Figures may not add due to rounding.


	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2007			2006			2007			2006

Revenues:
ATM operating revenues		96.1	%		95.4	%		96.0	%		95.8	%
Vcom operating revenues		0.6			—			0.3			—
ATM product sales and other revenues		3.3			4.6			3.7			4.2

Total revenues		100.0			100.0			100.0			100.0
Cost of revenues:
Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization, shown separately below) ⁽¹⁾		72.3			71.1			72.8			71.9
Cost of Vcom operating revenues		2.4			—			1.0			—
Cost of ATM product sales and other revenues		2.8			4.1			3.5			3.7

Total cost of revenues		77.5			75.1			77.3			75.6

Gross profit		22.5			24.9			22.7			24.4
Operating expenses:
Selling, general, and administrative expenses		6.9			7.6			8.0			7.2
Depreciation and accretion expense		6.3			6.8			7.1			6.4
Amortization expense ⁽²⁾		8.3			3.0			5.4			4.4

Total operating expenses		21.5			17.4			20.4			18.0

Income from operations		1.0			7.5			2.2			6.4
Other expense (income):
Interest expense, net		8.1			8.2			8.2			8.6
Minority interest in subsidiary		(0.2	)		(0.1	)		(0.1	)		(0.1	)
Other		0.6			(0.1	)		0.4			(0.3	)

Total other expense		8.6			8.0			8.5			8.2

Loss before income taxes		(7.6	)		(0.5	)		(6.3	)		(1.8	)
Income tax provision (benefit)		2.1			(0.1	)		1.2			(0.6	)

Net loss		(9.7	)%		(0.4	)%		(7.5	)%		(1.2	)%


⁽¹⁾		Excludes effects of depreciation, accretion, and amortization expense of $15.7 million and $7.1 million for the three month periods ended September 30, 2007 and 2006, respectively, and $31.3 million and $22.6 million for the nine month periods ended September 30, 2007 and 2006, respectively.

⁽²⁾		Includes pre-tax impairment charges of $5.1 million for the three month period ended September 30, 2007 and $5.3 million and $2.8 million for the nine month periods ended September 30, 2007 and 2006, respectively.

Key Operating Metrics

The following table sets forth information regarding key measures we rely on to gauge our operating performance, including total withdrawal transactions, withdrawal transactions per ATM, and gross profit and gross profit margin per withdrawal transaction for the periods indicated:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006

Average number of transacting machines:
United States: Company-owned		11,347			11,186			11,424			11,023
United States: Merchant-owned		11,691			13,023			11,811			13,451
United States: 7-Eleven Financial Services Business ⁽¹⁾		4,170			—			1,668			—
United Kingdom		1,794			1,212			1,602			1,147
Mexico ⁽²⁾		878			305			644			292

Total average number of transaction machines		29,880			25,726			27,149			25,913
Total transactions (in thousands)		73,007			44,736			166,183			128,539
Monthly total transactions per ATM		814			580			680			551
Total withdrawal transactions (in thousands)		49,710			32,241			113,934			93,756
Monthly withdrawal transactions per ATM		555			418			466			402
Per ATM per month:
ATM operating revenues	$	1,185		$	944		$	1,031		$	898
Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization) ⁽³⁾		892			703			782			674

ATM operating gross profit ⁽³⁾⁽⁴⁾	$	293		$	241		$	249		$	224

ATM operating gross profit margin (exclusive of depreciation, accretion, and amortization) ⁽³⁾⁽⁵⁾		24.7	%		25.5	%		24.1	%		25.0	%


⁽¹⁾		The 2007 average numbers of transacting ATMs for the 7-Eleven Financial Services Business represent the average number of ATM and Vcom units beginning from the acquisition date (July 20, 2007) and continuing through September 30, 2007.

⁽²⁾		The 2006 year-to-date average number of transacting ATMs for our Mexico operations represents the average number of ATM beginning from the acquisition date (February 8, 2006) and continuing through September 30, 2006.

⁽³⁾		Excludes effects of depreciation, accretion, and amortization expense of $15.7 million and $7.1 million for the three month periods ended September 30, 2007 and 2006, respectively, and $31.3 million and $22.6 million for the nine month periods ended September 30, 2007 and 2006, respectively.

⁽⁴⁾		ATM operating gross profit is a measure of profitability that uses only the revenue and expenses that related to operating the ATMs. The revenue and expenses from ATM equipment sales, Vcom Services, and other ATM-related services are not included.

⁽⁵⁾		The decrease in ATM operating gross profit margins in 2007 is primarily due to higher vault cash costs and costs incurred in connection with our Triple-DES and in-house processing conversion costs.

Revenues


	Three Months Ended September 30,							Nine Months Ended September 30,
	2007		2006		% Change			2007		2006		% Change
	(In thousands)							(In thousands)

ATM operating revenues	$	106,234	$	72,887		45.8	%	$	251,854	$	209,542		20.2	%
Vcom operating revenues		685		—		100.0	%		685		—		100.0	%
ATM product sales and other revenues		3,668		3,478		5.5	%		9,805		9,218		6.4	%

Total revenues	$	110,587	$	76,365		44.8	%	$	262,344	$	218,760		19.9	%

ATM operating revenues. For the three month period ended September 30, 2007, our ATM operating revenues increased 45.8% when compared with the same period in prior year. This increase was a result of approximately 55% growth in ATM operating revenues generated by our international operations, 50% growth in bank and networking branding revenues generated by our pre-existing domestic business (i.e., our domestic portfolio prior to the 7-Eleven ATM Transaction), and $29.4 million of incremental revenues as a result of our July 2007 acquisition of the ATM operations of the 7-Eleven Financial Services Business.

During the three months ended September 30, 2007, our United States segment experienced a $26.9 million, or 44.2%, increase in ATM operating revenues over the same period in prior year. This increase was primarily the result of the incremental revenues earned during the period as a result of our July 2007 acquisition of the ATM operations of the 7-Eleven Financial Services Business, which generated $26.4 million of surcharge and interchange revenues and $3.0 million of bank and network branding revenues during the third quarter. Additionally, bank and network branding revenues generated by our pre-existing domestic operations increased $2.3 million, or approximately 50%, when compared to the third quarter of 2006, as a result of additional branding agreements entered into with financial institutions during the past twelve months. The incremental ATM-related revenues resulting from the 7-Eleven ATM Transaction and additional branding agreements were partially offset by lower revenues from our pre-existing domestic operations, which experienced a year-over-year decline in surcharge, interchange, and other transaction-based revenues primarily as a result of the decrease in the number of transacting merchant-owned ATMs under contract by 1,000 ATMs from September 30, 2006 to September 30, 2007. The lower machine count resulted in a decline in ATM operating revenues from our merchant-owned ATM base by roughly $3.4 million, or 12.8%, compared to the same period in the prior year. In the future, we expect that revenues from the additional opportunities afforded to us as a result of the increase in our Company-owned machine count, which include bank and networking branding arrangements, will more than offset the decline in revenues resulting from the decreased number of merchant-owned machines.

During the three months ended September 30, 2007, our United Kingdom segment experienced a $5.4 million, or 46.5%, increase in ATM operating revenues over the same period in 2006. This increase primarily resulted from a 48% increase in the average number of transacting ATMs compared to the same period in 2006 due to the deployment of additional ATMs during the latter half of 2006 and first nine months of 2007. Also contributing to the increase were favorable foreign currency exchange rates during the period, which contributed to approximately 23% of the $5.4 million increase in ATM operating revenues from our United Kingdom segment over the same period in 2006. Our Mexico operations further contributed to the increase in ATM operating revenues for the three months ended September 30, 2007, as the surcharge and interchange amounts earned were approximately $1.0 million higher than the same period in 2006. This increase in revenues was the result of the additional ATM deployments in 2006 and 2007. We expect that the ATM operating revenues generated by our international operations will continue to increase, as we deploy additional ATMs in the United Kingdom and Mexico. Additionally, we anticipate that our future ATM operating revenues will increase as a result of the transaction ramping associated with our recently-deployed international ATMs, which typically take up to nine months to reach consistent monthly transaction levels.

For the nine month period ended September 30, 2007, our ATM operating revenues increased 20.2% when compared with the same period in prior year. This increase was a result of approximately 62% growth in ATM operating revenues generated by our international operations, 81% growth in bank and networking branding

revenues generated by our pre-existing domestic business, and $29.4 million of incremental revenues as a result of our July 2007 acquisition of the ATM operations of the 7-Eleven Financial Services Business.

During the nine months ended September 30, 2007, our United States segment experienced a $24.0 million, or 13.7%, increase in ATM operating revenues over the same period in prior year. In addition to the $29.4 million of incremental surcharge, interchange, and branding revenues described above as a result of our acquisition of the ATM operations of the 7-Eleven Financial Services Business in July 2007, our pre-existing domestic operations generated a $9.0 million, or 81.3%, increase in bank and network branding revenues when compared to the same period in 2006. These incremental branding revenues were a result of additional branding agreements entered into with financial institutions during the past twelve months. As was the case during the three months ended September 30, 2007, the overall increase in ATM operating revenues from our pre-existing domestic operations for the nine months ended September 30, 2007 were partially offset by lower revenues associated with our merchant-owned operations as a result of the decrease in the number of transacting merchant-owned ATMs within the United States. For the nine months ended September 30, 2007, ATM operating revenues from our merchant-owned base declined roughly $9.4 million, or 11.6%, compared to the same period in prior year.

Also contributing to the increase in ATM operating revenues for the nine months ended September 30, 2007, were higher surcharge and interchange revenues from our United Kingdom operations, which increased $16.2 million, or 55.3%, primarily due to a 39.7% increase in the average number of transacting ATMs in 2007 when compared to the same period in 2006. Foreign currency exchange rates also favorably impacted the year-to-date revenues, contributing approximately 24% of the $16.2 million increase in ATM operating revenues from our United Kingdom operations. Our Mexico operations further contributed to the increase in ATM operating revenues, generating $2.1 million in additional revenues in 2007 compared to the same period in 2006.

Vcom operating revenues. Vcom operating revenues generated during the three and nine month periods ended September 30, 2007 were primarily attributable to check cashing fees earned by our Advanced Functionality segment during the period. We are currently working to restructure the Vcom Services to improve the underlying financial results of that portion of the acquired business. In the event we are unsuccessful in our efforts and our cumulative losses, including potential termination costs, reach $10.0 million, our intent is to terminate the Vcom Services.

ATM product sales and other revenues. ATM product sales and other revenues for the three and nine month periods ended September 30, 2007 increased approximately 5.5% and 6.4% when compared to the same period in 2006. Such increases were primarily due to higher year-over-year value-added reseller (“VAR”) program sales and additional sales of used equipment by our United States segment. These increases were partially offset by a decline in service call revenue during the periods, primarily the result of lower service calls related to Triple-DES upgrades during 2007 when compared to the same periods in 2006.

Cost of Revenues and Gross Margin (exclusive of Depreciation, Accretion, and Amortization)


	Three Months Ended September 30,									Nine Months Ended September 30,
	2007			2006			% Change			2007			2006			% Change
	(In thousands)									(In thousands)

Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization, shown separately below) ⁽¹⁾	$	79,966		$	54,280			47.3	%	$	191,046		$	157,225			21.5	%
Cost of Vcom operating revenues		2,644			—			100.0	%		2,644			—			100.0	%
Cost of ATM product sales and other revenues		3,111			3,105			0.2	%		9,196			8,142			12.9	%

Total cost of revenues	$	85,721		$	57,385			49.4	%	$	202,886		$	165,367			22.7	%

ATM operating revenues gross margin (exclusive of depreciation, accretion, and amortization, shown separately below) ⁽¹⁾		24.7	%		25.5	%					24.1	%		25.0	%
Vcom operating revenues gross margin		(286.0	)%		—						(286.0	)%		—
ATM product sales and other revenues gross margin		15.2	%		10.7	%					6.2	%		11.7	%
Total gross margin (exclusive of depreciation, accretion, and amortization, shown separately below) ⁽¹⁾		22.5	%		24.9	%					22.7	%		24.4	%


⁽¹⁾		Excludes depreciation, accretion, and amortization expense of $15.7 million and $7.1 million for the three month periods ended September 30, 2007 and 2006, respectively, and $31.3 million and $22.6 million for the nine month periods ended September 30, 2007 and 2006, respectively.

Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization). For the three month period ended September 30, 2007, the increase in the cost of ATM operating revenues was primarily driven by our United States segment, which experienced a $20.3 million, or 43.6%, increase in such costs from prior year levels. This increase was primarily the result of the incremental costs incurred during the period as a result of our July 2007 acquisition of the ATM operations of the 7-Eleven Financial Services Business, which incurred $21.4 million of incremental expenses during the three months ended September 30, 2007, including $10.9 million of merchant fees, $4.1 million in vault cash costs, and $2.3 million of maintenance costs. The $21.4 million of incremental expenses generated by the ATM operations of the acquired 7-Eleven Financial Services Business is net of $1.7 million of amortization expense related to the deferred liabilities recorded to value certain unfavorable operating leases and an operating contract assumed as a part of the 7-Eleven ATM Transaction. See Note 2 for additional information on these liabilities.

Also contributing to the increase in the cost of ATM operating revenues associated with our United States segment were (i) higher domestic vault cash costs associated with our pre-existing domestic operations, which increased $1.4 million, or 30.1%, compared to the same period in 2006 as a result of higher average per-transaction cash withdrawal amounts (which results in an increase in the level of vault cash balances necessary to support such transactions) and higher overall vault cash balances in our bank branded ATMs; and (ii) $0.6 million in incremental costs associated with our efforts to convert our ATMs over to our in-house transaction processing platform. Partially offsetting these increases were lower merchant fees associated with our pre-existing domestic operations, which decreased $3.6 million, or 13.2%, when compared to the same period in 2006. Of this $3.6 million decline, approximately $3.1 million was the result of the year-over-year decline in the number of domestic merchant-owned ATMs and related surcharge revenues.

Our international operations also contributed to the increase in the cost of ATM operating revenues for the three months ended September 30, 2007, with our United Kingdom and Mexico segments’ costs increasing

$4.6 million and $0.8 million, respectively, over the same period in 2006. These increases were due to higher merchant payments and increased vault cash, processing, armored carrier, and communication costs, which resulted from the increased number of ATMs operating in the United Kingdom and Mexico during 2007 compared to the same period in 2006. Excluding vault cash costs and processing fees, the costs listed above are generally fixed in nature, meaning that an increase in transaction volumes typically leads to an increase in the profitability of the ATMs. As a result, while we anticipate that the cost of ATM operating revenues associated with our United Kingdom operations will continue to increase in the future as additional ATMs are deployed, we anticipate that such costs, as a percentage of revenues, will decrease as the number of transactions conducted on those ATMs rises. Additionally, the cost of ATM operating revenues from our United Kingdom operations increased as a result of foreign currency exchange rates during 2007, which contributed approximately 19% of the $4.6 million increase in this segment’s cost of ATM operating revenues.

For the nine months ended September 30, 2007, the increase in the cost of ATM operating revenues was also primarily due to our United States segment, which experienced an $18.8 million, or 13.7%, increase in such costs from prior year levels. This increase was primarily the result of the $21.4 million of incremental costs described above incurred during the period as a result of our July 2007 acquisition of the ATM operations of 7-Eleven Financial Services Business. Also contributing to the increase were (i) higher domestic vault cash costs associated with our pre-existing domestic operations, which increased $3.7 million, or 26.6%, compared to the same period in 2006 as a result of the higher average per-transaction cash withdrawal amounts and higher overall vault cash balances in our bank branded ATMs, (ii) $1.7 million in incremental costs associated with our efforts to convert our ATMs to our in-house transaction processing platform; and (iii) $1.6 million of additional employee-related costs directly allocable to our operations incurred in 2007. Partially offsetting these increases in costs were lower merchant fees associated with our pre-existing domestic operations, which decreased $10.1 million, or 12.4%, when compared to the same period in 2006 due to the year-over-year decline in the number of domestic merchant-owned ATMs and domestic surcharge revenues. Approximately $8.3 million of the $10.1 million decrease in merchant commissions was the result of the year-over-year decline in the number of domestic merchant-owned ATMs and related surcharge revenues.

As was the case for the three months ended September 30, 2007, our international operations also contributed to the increase in the cost of ATM operating revenues for the nine months ended September 30, 2007, with our United Kingdom and Mexico segments’ costs increasing $13.2 million and $1.8 million, respectively, over the nine months ended September 30, 2006. As noted above, the increase from our United Kingdom and Mexico operations were due to the deployment of additional ATMs during the past year. Also contributing to the increase in the United Kingdom were higher per ATM withdrawal transactions and increases in the foreign currency exchange rates during 2007, which contributed approximately 21% of the total $13.2 million increase in the United Kingdom’s cost of ATM operating revenues. Finally, the cost of ATM operating revenues from our United Kingdom operations for the nine months ended September 30, 2007 was negatively impacted by approximately $0.4 million in costs related to certain fraudulent credit card withdrawal transactions conducted on a number of our ATMs in that market. We incurred such losses as a result of the delay in certification associated with a change in our sponsoring bank. As we currently expect the certification process to be completed in January 2008 and have taken precautionary measures to prevent further loss in the interim, we do not anticipate similar losses in future periods.

ATM operating revenues gross margin (exclusive of depreciation, accretion, and amortization.) For the three and nine months periods ended September 30, 2007, gross margin percentages related to our ATM operating activities decreased 0.8% and 0.9%, respectively, compared to the same periods in 2006. Such declines were primarily the result of $0.6 million and $1.7 million, respectively, in costs associated with our efforts to transition our domestic ATMs to our in-house transaction processing platform. While these costs are not expected to continue subsequent to the completion of our conversion efforts, we anticipate that our gross margin will continue to be negatively impacted by these costs for the balance of 2007 and the first half of 2008 as we convert the remainder of our Company-owned and merchant-owned ATMs to our processing platform. Our margins were further impacted by approximately $0.1 million and $0.5 million, respectively, in inventory reserves related to our Triple-DES upgrade efforts during the three and nine month periods ended September 30, 2007. While we may have additional adjustments throughout the remainder of 2007 as we complete our Triple-DES upgrade efforts, we do not anticipate similar adjustments in 2008. Finally, our gross margins for the nine month period ended September 30, 2007, were

negatively impacted by the $0.4 million in costs related to the fraudulent credit card withdrawal transactions conducted on a number of our ATMs in the United Kingdom.

Cost of Vcom operating revenues. The costs of Vcom operating revenues generated during the three and nine month periods ended September 30, 2007 were primarily related to maintenance, processing, and the provision of vault cash related to the Vcom Services provided by our Advanced Functionality segment. As noted above, we are currently working to restructure the Vcom Services to improve the underlying financial results of that portion of the acquired business. In the event we are unsuccessful in our efforts and our cumulative losses reach $10.0 million, including potential termination costs, our intent is to terminate the Vcom Services.

Cost of ATM product sales and other revenues. The cost of ATM product sales and other revenues for the three and nine month periods ended September 30, 2007, increased by approximately 0.2% and 12.9%, respectively, when compared to the same periods in 2006. Such increases were primarily due to higher year-over-year costs associated with equipment sold under our VAR program with NCR. These increases were partially offset by a decline in service call expense during the periods, primarily resulting from lower service calls related to Triple-DES upgrades during 2007 as compared to the same periods in 2006.

ATM product sales and other revenues gross margin. Our ATM product sales and other revenues gross margins were higher for the three month period ended September 30, 2007 when compared to the same period in 2006 as a result of increased equipment sales at greater profit margins during the period. For the nine month period ended September 30, 2007, ATM product sales and other revenues gross margins were lower than during the same period in 2006 primarily as a result of our Triple-DES upgrade efforts. Because all ATMs operating on the EFT networks are required to be Triple-DES compliant by the end of 2007, we have seen an increase in the number of ATM sales associated with the Triple-DES upgrade process. However, in certain circumstances, we have sold the machines at little or, in some cases, negative margins in exchange for a long-term renewal of the underlying ATM operating agreements. As a result, gross margins associated with our ATM product sales and other activities have been negatively impacted during the current year. We anticipate that these margins will improve in 2008 as all ATMs are required to be compliant with Triple-DES by the end of 2007.

Selling, General, and Administrative Expenses (“SG&A”)


	Three Months Ended September 30,									Nine Months Ended September 30,
	2007			2006			% Change			2007			2006			% Change
	(In thousands)									(In thousands)

Selling, general and administrative expenses, excluding stock-based compensation	$	7,324		$	5,571			31.5	%	$	20,264		$	15,109			34.1	%
Stock-based compensation		297			240			23.8	%		721			600			20.2	%

Total selling, general, and administrative expenses	$	7,621		$	5,811			31.1	%	$	20,985		$	15,709			33.6	%

Percentage of revenues:
Selling, general, and administrative expenses		6.6	%		7.3	%					7.7	%		6.9	%
Stock-based compensation		0.3	%		0.3	%					0.3	%		0.3	%
Total selling, general, and administrative expenses		6.9	%		7.6	%					8.0	%		7.2	%

Selling, general, and administrative expenses, excluding stock-based compensation. For the three month period ended September 30, 2007, our selling, general, and administrative expenses, excluding stock-based compensation, increased by $1.8 million, or 31.5%, when compared to the same period in 2006. Such increase was primarily attributable to our domestic operations, which experienced an increase of $1.2 million, or 25.6%, in costs during 2007. Such increase was primarily due to (i) $0.8 million of higher employee-related costs incurred to support our growth initiatives, primarily on the sales and marketing side of our business, (ii) $0.6 million of professional fees incurred during the three month period ended September 30, 2007 related to our Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) compliance efforts, and (iii) $0.4 million of higher costs as a result of our July 2007

acquisition of the ATM operations of the 7-Eleven Financial Services Business, the majority of which were employee-related. Finally, SG&A related to our United Kingdom operations increased $0.3 million for the three months ended September 30, 2007, primarily due to additional employee-related costs as a result of the hiring of additional personnel to support the growth of this segment’s operations and changes in foreign currency exchange rates, which contributed to roughly 26% of our United Kingdom segment’s total $0.3 million increase in SG&A expenses over the same period in the prior year.

For the nine month period ended September 30, 2007, SG&A expenses, excluding stock-based compensation, increased $5.2 million, or 34.1%, primarily due to costs associated with our operations in the United States, which experienced an increase of $3.8 million, or 29.5%, in 2007 when compared to the same period in 2006. This increase was primarily attributable to a $1.6 million increase in employee-related costs, primarily on the sales and marketing side of our business, $1.1 million of additional professional fees associated with our Sarbanes-Oxley compliance efforts, and $0.7 million in increased legal costs associated with our National Federation of the Blind and CGI, Inc. litigation settlements. Additionally, our United Kingdom and Mexico operations had higher SG&A expenses for the nine months ended September 30, 2007, primarily due to additional employee-related costs to support growth and, in the case of our United Kingdom operations, changes in foreign currency exchange rates.

While our SG&A costs are expected to continue to increase on an absolute basis as a result of our future growth initiatives and our acquisition of the 7-Eleven Financial Services Business, we expect that such costs will begin to decrease as a percentage of our total revenues throughout the remainder of 2007 and beyond.

Depreciation and Accretion Expense


	Three Months Ended September 30,									Nine Months Ended September 30,
	2007			2006			% Change			2007			2006			% Change
	(In thousands)									(In thousands)

Depreciation expense	$	6,600		$	4,583			44.0	%	$	17,710		$	12,888			37.4	%
Accretion expense		361			631			(42.8	)%		831			1,184			(29.8	)%

Depreciation and accretion expense	$	6,961		$	5,214			33.5	%	$	18,541		$	14,072			31.8	%

Percentage of revenues:
Depreciation expense		6.0	%		6.0	%					6.8	%		5.9	%
Accretion expense		0.3	%		0.8	%					0.3	%		0.5	%
Total depreciation and accretion		6.3	%		6.8	%					7.1	%		6.4	%

Depreciation expense. For the three and nine month periods ended September 30, 2007, depreciation expense increased by 44.0% and 37.4%, respectively, when compared to the same periods in 2006. These increases were primarily driven by our United Kingdom operations, which recognized additional depreciation of $0.8 million and $1.8 million for the three and nine month periods ended September 30, 2007, respectively, primarily due to the deployment of additional ATMs under Company-owned arrangements. Additionally, for the three and nine month periods ended September 30, 2007, depreciation expense related to our domestic operations increased by $1.1 million and $2.8 million, primarily due to $1.1 million in depreciation related to the ATMs and Vcom units acquired as part of our July 2007 acquisition of the 7-Eleven Financial Services Business, offset partially by lower depreciation related to our pre-existing domestic operations.

Accretion expense. We account for our asset retirement obligations in accordance with SFAS No. 143, Accounting for Asset Retirement Obligations , which requires that we estimate the fair value of future retirement obligations associated with our ATMs, including the anticipated costs to deinstall, and in some cases refurbish, certain merchant locations. Accretion expense represents the increase of this liability from the original discounted net present value to the amount we ultimately expect to incur. The decrease in accretion expense for the three and nine month periods ended September 30, 2007 was the result of higher retirement obligation estimates in place during 2006.

In the future, we expect that our depreciation and accretion expense will grow to reflect the increase in the number of ATMs we own and deploy throughout our Company-owned portfolio. To that end, our depreciation and accretion expense amount is expected to increase substantially as a result of the recently completed 7-Eleven ATM Transaction.

Amortization Expense


	Three Months Ended September 30,									Nine Months Ended September 30,
	2007			2006			% Change			2007			2006			% Change
	(In thousands)									(In thousands)

Amortization expense	$	9,204		$	2,263			306.7	%	$	14,062		$	9,610			46.3	%
Percentage of revenues		8.3	%		3.0	%					5.4	%		4.4	%

For the three months ended September 30, 2007, amortization expense, which is primarily comprised of amortization of intangible merchant contracts and relationships associated with our past acquisitions, increased by $6.9 million, or 306.7%, when compared to the same period in 2006. The increased amortization expense was primarily due to $5.2 million of impairment charges recorded during the three month period ended September 30, 2007. Of this amount, $5.1 million related to the unamortized intangible asset value associated with a single merchant contract acquired in 2004. As previously disclosed, we have been in discussions with this particular merchant customer regarding additional services that could be offered under the existing contract to increase the number of transactions conducted on, and cash flows generated by, the underlying ATMs. However, we were unable to make any progress in this regard during the quarter ended September 30, 2007, and, based on discussions that have been held with this merchant, have concluded that the likelihood of being able to provide such additional services has decreased considerably. Furthermore, average monthly transaction volumes associated with this particular contract have continued to decrease in 2007 when compared to the same period last year. Accordingly, we concluded that the above impairment charge was warranted as of September 30, 2007. The impairment charge recorded served to write-off the remaining unamortized intangible asset associated with this merchant. We plan to continue to work with this merchant customer to offer the additional services noted above, which we believe could significantly increase the future cash flows earned under this contract. Absent our ability to do this, we will attempt to restructure the terms of the existing contract in an effort to improve the underlying cash flows associated with such contract.

Our acquisition of the 7-Eleven Financial Services Business further contributed to the increased amortization, as we recognized $1.6 million in incremental amortization expense during the three months ended September 30, 2007 associated with the intangible assets recorded as a part of our purchase price allocation. See Note 2 for additional information on our purchase price allocation procedures. Excluding the asset impairments and incremental amortization expense recorded as a result of the 7-Eleven ATM Transaction, amortization expense for the three month period ended September 30, 2007 was relatively flat compared to the same period in 2006.

For the nine month period ended September 30, 2007, the $4.5 million increase in amortization expense was due to $5.3 million in impairment charges related to previously acquired merchant contracts ($5.1 million of which has been discussed above), and the $1.6 million in incremental amortization expense related to the 7-Eleven ATM Transaction. These amounts were partially offset by a $2.8 million impairment charge recorded during the first quarter of 2006 related to the BAS Communications, Inc. ATM portfolio. Excluding the impairments taken in 2007 and 2006 and the incremental amortization related to the intangible assets acquired in the 7-Eleven ATM Transaction, amortization expense for the nine month period ended September 30, 2007 was slightly higher than the same period in 2006, primarily as a result of increased amortization expense associated with our United Kingdom operations related to additional contract-based intangible assets, which are being amortized over the lives of the underlying contracts.

We expect that our future amortization expense amounts will be substantially higher than those historically reflected, as the $78.0 million of amortizable intangible assets acquired in the 7-Eleven ATM Transaction are amortized over the remaining terms of the underlying contracts at a rate of approximately $8.1 million per year.

Interest Expense, Net


	Three Months Ended September 30,									Nine Months Ended September 30,
	2007			2006			% Change			2007			2006			% Change
	(In thousands)									(In thousands)

Interest expense, net	$	8,545		$	5,871			45.5	%	$	20,437		$	17,193			18.9	%
Amortization and write-off of financing costs and bond discount		439			362			21.3	%		1,155			1,576			(26.7	)%

Total interest expense, net	$	8,984		$	6,233			44.1	%	$	21,592		$	18,769			15.0	%

Percentage of revenues		8.1	%		8.2	%					8.2	%		8.6	%

Interest expense, net. For the three and nine month periods ended September 30, 2007, interest expense, excluding the amortization and write-off of financing costs and bond discount, increased by 45.5% and 18.9%, respectively, when compared to the same periods in 2006. The majority of these increases were due to our issuance of the $100.0 million in Series B Notes in July 2007 to partially finance the 7-Eleven ATM Transaction. This issuance resulted in $1.8 million of additional interest expense for the three months ended September 30, 2007, excluding the amortization of the related discount and deferred financing costs. Further contributing to the year-over-year increases were higher average outstanding balances under our revolving credit facility during 2007 when compared to the same periods in 2006. Such incremental borrowings were utilized to fund the remaining portion of the acquisition costs associated with the 7-Eleven ATM Transaction as well as to fund certain working capital needs. Also contributing to the year-over-year increases in interest expense was the overall increase in the level of floating interest rates paid under our revolving credit facility.

In May 2007, we amended our revolving credit facility to, among other things, provide for a reduced spread on the interest rate charged on amounts outstanding under the facility and to increase the amount of capital expenditures that we can incur on an annual basis. Although the interest spread modification will serve to reduce slightly the amount of interest charged on amounts outstanding under the facility, we expect that our overall interest expense amounts will increase substantially for the remainder of the year over prior year levels. Such increase is expected due to (i) the issuance of the Series B Notes, which will result in an additional $9.3 million in interest expense on an annual basis, excluding the amortization of the related discount and deferred financing costs; (ii) the additional $43.0 million in borrowings made under our revolving credit facility in July 2007 to finance the remaining portion of the 7-Eleven ATM Transaction; and (iii) additional borrowings expected to be made under our revolving credit facility to help fund our anticipated capital expenditure needs during the remainder of the year. For additional information on our financing facilities and anticipated capital expenditure needs, see the Liquidity and Capital Resources section below.

Amortization and write-off of financing costs and bond discounts. For the three month period ended September 30, 2007, expenses related to the amortization and write-off of financing costs and bond discounts increased $0.1 million as a result of the additional financing costs incurred in connection with the Series B Notes and amendments made to our revolving credit facility in July 2007 as part of the 7-Eleven ATM Transaction. For the nine month period ended September 30, 2007, expenses related to the amortization and write-off of financing costs and bond discounts decreased $0.4 million compared to the same period in 2006, primarily due to the write-off of approximately $0.5 million of deferred financing costs in the first quarter of 2006 as a result of an amendment made to our bank credit facility in February 2006. This write-off was partially offset by the increased expenses associated with our July 2007 issuance of the Series B Notes and the July 2007 amendment to our revolving credit facility. No deferred financing costs were written off in 2007.

Other Expense (Income)


	Three Months Ended September 30,									Nine Months Ended September 30,
	2007			2006			% Change			2007			2006			% Change
	(In thousands)									(In thousands)

Minority interest	$	(174	)	$	(71	)		145.1	%	$	(286	)	$	(128	)		123.4	%
Other expense (income)		678			(83	)		(916.9	)%		1,037			(740	)		(240.1	)%

Total other expense (income)	$	504		$	(154	)		(427.3	)%	$	751		$	(868	)		(186.5	)%

Percentage of revenues		0.5	%		(0.2	)%					0.3	%		(0.4	)%

For the three and nine month periods ended September 30, 2007, total other expense consisted primarily of $0.6 million and $1.5 million, respectively, in losses on the disposal of fixed assets. Such losses were incurred in conjunction with the deinstallation and subsequent sale of used ATMs during the period. For the nine months ended September 30, 2007, such losses were partially offset by $0.6 million in gains on the sale of equity securities awarded to us pursuant to the bankruptcy plan of reorganization of Winn-Dixie Stores, Inc., one of our merchant customers. Total other income for the three and nine months ended September 30, 2006 consisted primarily of a $1.1 million contract termination payment received in May 2006 related to a portion of the installed ATM base that was deinstalled prior to the scheduled contract termination date and a $0.5 million payment received in August 2006 from one of our customers related to the sale of a number of its stores to another party. These payments were partially offset by losses associated with the disposal of ATMs during those periods.

Income Tax Provision (Benefit)


	Three Months Ended September 30,									Nine Months Ended September 30,
	2007			2006			% Change			2007			2006			% Change
	(In thousands)									(In thousands)

Income tax provision (benefit)	$	2,275		$	(60	)		(3,891.7	)%	$	3,212		$	(1,217	)		(363.9	)%
Effective tax rate		(27.1	)%		15.5	%					(19.5	)%		31.2	%

As indicated in the table above, our income tax provision increased by $2.3 million and $4.4 million for the three and nine month periods ended September 30, 2007, respectively, when compared to the same periods in 2006. The increases for the three and nine month periods were primarily driven by the establishment of valuation allowances of $2.5 million and $3.4 million, respectively. Such valuation allowances, which represent the total estimated net deferred tax asset balance associated with our domestic operations as of September 30, 2007, were established during 2007 due to uncertainties surrounding our ability to utilize the related tax benefits in future periods. Such decision was based, in part, on our forecasted domestic pre-tax book and tax loss figures through the remainder of 2007 from pre-existing operations and as a result of the additional interest expense associated with the 7-Eleven ATM Transaction and the anticipated losses associated with the acquired Vcom operations. Under applicable accounting guidelines, three or more consecutive years of pre-tax book losses typically requires the establishment of a valuation allowance. Accordingly, given the estimated increase in pre-tax book losses resulting from the 7-Eleven ATM Transaction, we determined that such valuation allowance was warranted. Furthermore, we do not expect to record any additional domestic federal or state income tax benefits in our financial statements until it is more likely than not that such benefits will be utilized. Accordingly, as long as we continue to generate pre-tax book losses from our domestic operations, our future effective tax rates are expected to be lower than the statutory rate, on average, than in historical periods.

In addition to the income tax provisions discussed above, the Company recorded a $0.2 million deferred tax benefit during the three month period ended September 30, 2007 related to a reduction in the United Kingdom corporate statutory income tax rate from 30% to 28%. Such rate reduction, which will become effective in 2008, was formally enacted in July 2007.

Liquidity and Capital Resources

Overview

As of September 30, 2007, we had approximately $6.1 million in cash and cash equivalents on hand and approximately $408.9 million in outstanding long-term debt, notes payable, and capital lease obligations.

We have historically funded our operations primarily through cash flows from operations, borrowings under our credit facilities, private placements of equity securities, and the sale of bonds. We have historically used cash to invest in additional operating ATMs, either through the acquisition of ATM networks or through internally–generated growth as well as to fund increases in working capital and to pay interest and principal amounts outstanding under our borrowings. Because we typically collect our cash on a daily basis and are not required to pay our merchants and vendors until 20 and 30 days, respectively, after the end of each calendar month, we are able to utilize the excess upfront cash flow to pay down borrowings made under our revolving credit facility and to fund our ongoing capital expenditure program. Accordingly, we will typically reflect a working capital deficit position and carry a very small cash balance on our books.

Operating Activities

Net cash provided by operating activities totaled $35.0 million for the nine months ended September 30, 2007, compared to $16.9 million during the same period in 2006. The year-over-year increase was primarily attributable to the timing of changes in our working capital balances. Specifically, we settled approximately $15.1 million less on our outstanding payables and accrued liabilities during the nine months ended September 30, 2007 compared to the same period in 2006.

Investing Activities

Net cash used in investing activities totaled $179.5 million for the nine months ended September 30, 2007, compared to $25.9 million for the same period in 2006. The year-over-year increase was primarily driven by our acquisition of the 7-Eleven Financial Services Business in July 2007 for $138.0 million. Also contributing to the increase were additional ATM purchases, primarily in our United Kingdom and Mexico segments, offset slightly by the receipt of $4.0 million in proceeds from the sale of our Winn-Dixie equity securities during 2007. Finally, although not reflected in our 2007 statement of cash flows, we received the benefit of the disbursement of approximately $3.1 million of funds under three financing facilities entered into by our majority-owned Mexican subsidiary, Cardtronics Mexico, for the purchase of ATMs. Such funds are not reflected in our condensed consolidated statement of cash flows as they were not remitted by Cardtronics Mexico but rather were remitted directly to our vendors by the finance company.

We currently anticipate that the majority of our capital expenditures for the foreseeable future will be driven by organic growth projects, including the purchasing of ATMs for existing as well as new ATM management agreements as opposed to acquisitions. However, we will continue to pursue selected acquisition opportunities that complement our existing ATM network, some of which could be material, such as the 7-Eleven ATM Transaction completed in July 2007. We currently expect that our capital expenditures for the remainder of 2007 will total approximately $20 million, the majority of which will be utilized to purchase additional ATMs for our Company-owned accounts and to upgrade our existing ATMs to comply with current security encryption and audio guidelines. Such amount also includes the expected impact on our capital expenditure program from the recently acquired 7-Eleven operations. We expect such expenditures to be funded with cash generated from our operations, supplemented by borrowings under our revolving credit facility. To that end, and as previously noted, we amended our revolving credit facility in May 2007 to, among other things, increase the amount of capital expenditures that we can incur on a rolling 12-month basis from $50.0 million to $60.0 million. We further amended such facility in July 2007 in connection with the 7-Eleven ATM Transaction to increase the annual capital expenditure limits from $60.0 million to $75.0 million. These modifications should provide us with the ability to incur the level of capital expenditures that we currently deem necessary to support our ongoing operations and future growth initiatives.

As a result of the 7-Eleven ATM Transaction, we assumed responsibility for certain ATM operating lease contracts that will expire at various times during the next three years, the majority of which will expire in 2009.

Accordingly, at that time, we will be required to renew such lease contracts, enter into new lease contracts, or purchase new or used ATMs to replace the leased equipment. If we decide to purchase ATMs and terminate the existing lease contracts at that time, we currently anticipate that we will incur between $13.0 and $16.0 million in related capital expenditures. Additionally, we posted $7.5 million in letters of credit related to these leases.

Financing Activities

Net cash provided by financing activities totaled $147.8 million for the nine months ended September 30, 2007, compared to $7.8 million during the same period in 2006. The increase in 2007 was due to the issuance of our $100.0 million of Series B Notes and the incremental borrowings under our revolving credit facility to fund the 7-Eleven Financial Services Business. Additionally, although not reflected in our 2007 statement of cash flows, we received the benefit of a disbursement of approximately $3.1 million of funds under three financing facilities entered into by our majority-owned Mexican subsidiary, Cardtronics Mexico. The $3.1 million is not reflected in our condensed consolidated statement of cash flows as the funds were not received by Cardtronics Mexico but rather were remitted directly to our vendors by the finance company. The remittance of such funds served to purchase ATMs.

Financing Facilities

As of September 30, 2007, we had approximately $408.9 million in outstanding long-term debt, notes payable, and capital lease obligations, which was comprised of (i) approximately $295.9 million (net of discounts totaling $4.0 million) of senior subordinated notes and senior subordinated notes — Series B, both of which are due August 2013, (ii) approximately $105.6 million in borrowings under our existing revolving credit facility, (iii) approximately $5.1 million in notes payable, and (iv) $2.3 million in capital lease obligations. Interest payments associated with the $300.0 million principal amount of our senior subordinated notes total $27.8 million on an annual basis and are due in semi-annual installments of $13.9 million in February and August of each year. Amounts outstanding under the revolving credit facility are not due until the facility’s maturity date, which was extended to May 2012 as part of the amendment completed in July 2007. Interest payments associated with such borrowings range from being due monthly to being due on a quarterly basis, depending on the types of borrowings made under the facility.

Included in the outstanding notes payable balance above is approximately $53.6 million pesos ($4.9 million U.S.) outstanding under four separate five-year equipment financing agreements utilized by Cardtronics Mexico. Borrowings under such agreements, which were entered into in 2006 and 2007, bear interest at an average fixed rate of 11.03% and are to be utilized for the purchase of additional ATMs to support the Company’s Mexico operations. Pursuant to the terms of the loan agreement, Cardtronics, Inc. has issued a guaranty for 51.0% (its ownership percentage in Cardtronics Mexico) of the obligations under the loan agreement. As of September 30, 2007, the total amount of the guaranty was $27.3 million pesos ($2.5 million U.S.).

In addition to the above domestic revolving credit facility, Bank Machine has a £2.0 million unsecured overdraft facility that expires in July 2008. Such facility, which bears interest at 1.75% over the bank’s base rate (currently 5.75%), is utilized for general corporate purposes for the Company’s United Kingdom operations. As of September 30, 2007, approximately £1.9 million ($3.8 million U.S.) of this overdraft facility had been utilized to help fund certain working capital commitments and to post a £275,000 bond. Amounts outstanding under the overdraft facility (other than those amounts utilized for posting bonds) have been reflected in accounts payable in the accompanying condensed consolidated balance sheets, as such amounts are automatically repaid once cash deposits are made to the underlying bank accounts.

We believe that our cash on hand and availability under our current credit facility will be sufficient to meet our working capital requirements and contractual commitments for at least the next 12 months. We expect to fund our working capital needs from revenues generated from our operations and borrowings under our revolving credit facility, to the extent needed. However, although we believe that we have sufficient flexibility under our current revolving credit facility to pursue and finance our expansion plans, such facility does contain certain covenants, including a covenant that limits the ratio of outstanding senior debt to EBITDA (as defined in the facility), that could preclude us from drawing down the full amount currently available for borrowing under such facility. As of September 30, 2007, our available borrowing capacity under this facility totaled $61.9 million. Accordingly, if we

expand faster than planned, need to respond to competitive pressures, or acquire additional ATM networks, we may be required to seek additional sources of financing. Such sources may come through the sale of equity or debt securities. We can provide no assurance that we will be able to raise additional funds on terms favorable to us or at all. If future financing sources are not available or are not available on acceptable terms, we may not be able to fund our future needs. This may prevent us from increasing our market share, capitalizing on new business opportunities, or remaining competitive in our industry.

In connection with the 7-Eleven ATM Transaction, we assumed capital lease obligations for various ATMs. As of September 30, 2007, these obligations totaled approximately $2.3 million. We posted $7.5 million in letters of credit under our revolving credit facility in favor of the lessor under these assumed equipment leases. These letters of credit reduced the available borrowing capacity under our revolving credit facility. See Note 7 for additional information on these leases.

New Accounting Standards

Accounting for Uncertainty in Income Taxes. During the first quarter of 2007, we adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 . This interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, Accounting for Income Taxes . The interpretation prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We applied the provisions of FIN 48 to all tax positions upon its initial adoption effective January 1, 2007, and determined that no cumulative effect adjustment was required as of such date. As of September 30, 2007, we had a $0.2 million reserve for uncertain tax positions recorded pursuant to FIN 48.

Fair Value Measurements. In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”), which provides guidance on measuring the fair value of assets and liabilities in the financial statements. The provisions of SFAS No. 157 are effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are currently evaluating the impact, if any, this statement will have on our financial statements.

Fair Value Option. In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”), which provides companies the option to measure certain financial instruments and other items at fair value. The provisions of SFAS No. 159 are effective as of the beginning of fiscal years beginning after November 15, 2007. We are currently evaluating the impact, if any, this statement will have on our financial statements.

Registration Payment Arrangements. In December 2006, the FASB issued FASB Staff Position (“FSP”) Emerging Issues Task Force (“EITF”) No. 00-19-2, Accounting for Registration Payment Arrangements (“FSP EITF 00-19-2”), which addresses an issuer’s accounting for registration payment arrangements. Specifically, FSP EITF 00-19-2 specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with SFAS No. 5, Accounting for Contingencies . The guidance contained in this standard amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities , as amended, and SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity , as well as FIN 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others , to include scope exceptions for registration payment arrangements. FSP EITF 00-19-2 is effective immediately for registration payment arrangements and the financial instruments subject to those arrangements that are entered into or modified subsequent to the date of issuance of this standard. For registration payment arrangements and financial instruments subject to those arrangements that were entered into prior to the issuance of this standard, the guidance in the standard is effective for financial statements issued for fiscal years beginning after December 15, 2006, and interim periods within those fiscal years. Our adoption of this standard on January 1, 2007 had no impact on our financial statements. We are currently evaluating the impact that the implementation of FSP EITF 00-19-2 may

have on our financial statements as it relates to our issuance of $100.0 million of Series B Notes in July 2007, as we have agreed to file a registration statement with the SEC within 240 days of the issuance of the Series B Notes with respect to an offer to exchange each of the Series B Notes for a new issue of its debt securities registered under the Securities Act and to use reasonable best efforts to have the exchange offer become effective as soon as reasonably practicable after filing but in any event no later than 360 days after the initial issuance date of the Series B Notes.


Item 3.	Quantitative and Qualitative Disclosures about Market Risk

Disclosure about Market Risk

Interest Rate Risk

Our interest expense and our cash rental (“vault cash”) expense are sensitive to changes in the general level of interest rates in the United States, the United Kingdom, and Mexico, particularly because a substantial portion of our indebtedness accrues interest at floating rates and our ATM cash rental expense is based on market rates of interest. Our outstanding vault cash, which represents the cash we rent and place in our ATMs in cases where the merchant does not provide the cash, totaled approximately $740.6 million in the United States, $140.4 million in the United Kingdom, and approximately $6.3 million in Mexico as of September 30, 2007. We pay a monthly fee on the average amount outstanding to our primary vault cash providers in the United States under formulas based either or LIBOR or the federal funds effective rate. In the United Kingdom and Mexico, we pay our vault cash providers under formulas based on LIBOR and TIIE, respectively.

We have entered into a number of LIBOR-based interest rate swaps to fix the interest-based rental rate we pay on $300.0 million of our current and anticipated outstanding domestic vault cash balances through December 31, 2008, $200.0 million through December 31, 2009, and $100.0 million through December 31, 2010. The effect of the domestic swaps mentioned above was to fix the rental rate paid on the following notional amounts for the periods identified (in thousands) :


		Weighted Average
Notional Amount		Fixed Rate		Period

	$300,000		4.00%		October 1, 2007 — December 31, 2007
	$300,000		4.35%		January 1, 2008 — December 31, 2008
	$200,000		4.36%		January 1, 2009 — December 31, 2009
	$100,000		4.34%		January 1, 2010 — December 31, 2010

Additionally, in conjunction with the 7-Eleven ATM Transaction, we entered into a separate vault cash agreement with Wells Fargo, N.A. (“Wells Fargo”) to supply the cash that we utilize for the operation of the 5,500 ATMs and Vcom units we acquired in that transaction. Under the terms of the vault cash agreement, we pay a monthly fee to Wells Fargo on the average amount of cash outstanding under a formula based on the federal funds effective rate. Subsequent to the 7-Eleven ATM Transaction, the outstanding vault cash balance for the acquired 7-Eleven ATMs and Vcom units has averaged approximately $350.0 million. As a result, our exposure to changes in domestic interest rates has increased significantly. Accordingly, we entered into additional interest rate swaps in August 2007 to limit our exposure to changing interest-based rental rates on $250.0 million of our current and anticipated 7-Eleven ATM cash balances. The effect of these swaps was to fix the interest-based rental rate paid on the $250.0 million notional amount at 4.93% (excluding the applicable margin) through December 2010.

Our existing interest rate swaps have been classified as cash flow hedges pursuant to SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. Accordingly, changes in the fair values of such swaps have been reported in accumulated other comprehensive income in the accompanying condensed consolidated balance sheets. As of September 30, 2007, the accumulated unrealized loss on such swaps totaled approximately $2.5 million. However, as a result of the Company’s overall net loss position for tax purposes, we have not recorded taxes on the loss amount related to the Company’s interest rate hedges as of September 30, 2007, as we do not believe that the Company will be able to realize the benefits associated with its deferred tax positions.

Net amounts paid or received under such swaps are recorded as adjustments to our “Cost of ATM operating revenues” in the accompanying condensed consolidated statements of operations. During the three and nine month

periods ended September 30, 2007 and 2006, the gains or losses as a result of ineffectiveness associated with our existing interest rate swaps were immaterial.

Based on the $740.6 million in vault cash outstanding in the United States as of September 30, 2007, and assuming no benefits from the existing interest rate hedges that are currently in place, for every interest rate increase of 100 basis points, we would incur an additional $7.4 million of vault cash rental expense on an annualized basis. Factoring in the $550.0 million in interest rate swaps discussed above, for every interest rate increase of 100 basis points, we would incur an additional $1.9 million of vault cash rental expense on an annualized basis. We have not currently entered into any derivative financial instruments to hedge our variable interest rate exposure in the United Kingdom or Mexico. Based on the $140.4 million in vault cash outstanding in the United Kingdom as of September 30, 2007, for every interest rate increase of 100 basis points, we would incur an additional $1.4 million of vault cash rental expense on an annualized basis. In Mexico, we would incur roughly $63,000 in additional vault cash rental expense for every interest rate increase of 100 basis points.

In addition to the above, we are exposed to variable interest rate risk on borrowings under our domestic revolving credit facility. Based on the $105.6 million in floating rate debt outstanding under such facility as of September 30, 2007, for every interest rate increase of 100 basis points, we would incur an additional $1.1 million of interest expense on an annualized basis.

Although we currently hedge a substantial portion of our vault cash interest rate risk through 2010, as noted above, we may not be able to enter into similar arrangements for similar amounts in the future. Accordingly, any significant increase in interest rates in the future could have an adverse impact on our business, financial condition and results of operations by increasing our operating costs and expenses.

Foreign Currency Exchange Risk

Due to our acquisition of Bank Machine in 2005 and our acquisition of a majority interest in Cardtronics Mexico in 2006, we are exposed to market risk from changes in foreign currency exchange rates, specifically with changes in the U.S. dollar relative to the British pound and Mexican peso. Our United Kingdom and Mexico subsidiaries are consolidated into our financial results and are subject to risks typical of international businesses including, but not limited to, differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign exchange rate volatility. Furthermore, we are required to translate the financial condition and results of operations of Bank Machine and Cardtronics Mexico into U.S. dollars, with any corresponding translation gains or losses being recorded in other comprehensive income or loss in our consolidated financial statements. As of September 30, 2007, such translation gains totaled approximately $11.1 million.

Our future results could be materially impacted by changes in the value of the British pound relative to the U.S. dollar. Additionally, as our Mexico operations expand, our future results could be materially impacted by changes in the value of the Mexican peso relative to the U.S. dollar. At this time, we have not deemed it to be cost effective to engage in a program of hedging the effect of foreign currency fluctuations on our operating results using derivative financial instruments. A sensitivity analysis indicates that, if the U.S. dollar uniformly strengthened or weakened 10% against the British pound, the effect upon Bank Machine’s operating income for the nine month period ended September 30, 2007, would have been an unfavorable or favorable adjustment, respectively, of approximately $0.3 million. Given the limited size and scope of Cardtronics Mexico’s current operations, a similar sensitivity analysis would have resulted in a negligible adjustment to Cardtronics Mexico’s financial results for the nine month period ended September 30, 2007.

We do not hold derivative commodity instruments and all of our cash and cash equivalents are held in money market and checking funds.


Item 4.	Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30, 2007, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), as to the effectiveness, design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended. This evaluation considered the various processes carried out under the direction of our disclosure committee in an effort to ensure that information required to be disclosed in the SEC reports we file or submit under the Exchange Act is accurate, complete and timely. Based on the results of this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2007.

Changes in Internal Control over Financial Reporting

During the three month period ended September 30, 2007, there has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Securities Exchange Act of 1934) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION


Item 1.	Legal Proceedings

In response to a motion for summary judgment filed by the Customer and a cross-motion filed by the company, the New York State Supreme Court ruled on September 21, 2007 that the Company’s interpretation of the ATM operating agreement was the appropriate interpretation and expressly rejected the Customer’s proposed interpretations. In the event the Customer appeals this ruling, the Company will continue its aggressive defense of this lawsuit. Further, the Company believes that the ultimate resolution of this dispute will not have a material adverse impact on its financial condition or results of operations.

In March 2006, the Company filed a complaint in the United States District Court in Portland, Oregon, against CGI, Inc. (“Distributor”), a distributor for the E*Trade Access’ ATM business acquired by the Company. The complaint alleged that the Distributor breached the parties’ agreement by directly competing with Cardtronics on certain merchant accounts. The Distributor denied such violations, alleging that an oral modification of its distributor agreement with E*Trade permitted such activities, and initiated a counter-claim for alleged under-payments by us. The Company expressly denied the Distributor’s allegations. On July 31, 2007, the parties executed a settlement agreement wherein neither party admitted any wrongdoing, all differences were resolved, and both parties released each other from all claims made in the lawsuit. In connection with this settlement, the Distributor agreement was re-instated in a modified form to, among other things, clarify the Distributor’s non-compete obligations. Additionally, the settlement provided for a nominal payment to the Distributor relating to payments claimed under the distributor agreement. Subsequent to the execution of the settlement agreement, both parties have operated under the revised distributorship agreement without any material issues or disputes.


Item 1A.	Risk Factors

As a result of our acquisition of the 7-Eleven Financial Services Business, we are now exposed to a number of additional risks. Additionally, we have updated certain risks in Amendment No. 1 to our registration statement on Form S-1 filed with the SEC on October 5, 2007. The following is updated information regarding such risks. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2006, which could materially affect our business, financial condition or future results. The risks described in this report and in our annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

The 7-Eleven ATM Transaction represents our second largest acquisition to date, based on the number of ATMs that we acquired. We may be unable to integrate the acquired business in an efficient manner, thus increasing our cost of operations and reducing the expected profits to be generated from such acquisition.

The 7-Eleven ATM Transaction involves certain inherent risks to our business. Most notably, we may be unable to successfully integrate the operations, technology, and personnel associated with the acquired 7-Eleven ATM operations. Additionally, the successful integration of the acquired operations will require a significant amount of time and effort on the part of our management team, which could result in less time being spent on our day-to-day operations and other strategic initiatives. Additionally, the advanced functionality services we provide through the Vcom units may subject us or our service providers to additional requirements such as permit applications or regulatory filings. As a result, we may need to discontinue certain Vcom operations in certain jurisdictions until such requirements have been fulfilled. Furthermore, if we are unsuccessful in integrating the 7-Eleven ATM Transaction, or if our integration efforts take longer than anticipated, we may not achieve the level of revenues, earnings or cash flows anticipated from such acquisition. If that were to occur, such shortfalls could require us to write down the carrying value of the tangible and intangible assets associated with the acquired operations, which would adversely impact our reported operating results.

Our existing management, information systems, and resources may be strained due to the size of the 7-Eleven ATM Transaction. Accordingly, we will need to continue to invest in and improve our financial and managerial controls, reporting systems, and procedures as we look to integrate the acquired 7-Eleven ATM operations. We will also need to hire, train, supervise, and manage new employees. We may be unsuccessful in those efforts, thus hindering our ability to effectively manage the expansion of our operations resulting from the 7-Eleven ATM Transaction.

A substantial portion of our future revenues and operating profits will be generated by the new 7-Eleven merchant relationship. Accordingly, if 7-Eleven’s financial condition deteriorates in the future and it is required to close some or all of its store locations, or if our ATM placement agreement with 7-Eleven expires or is terminated, our future financial results would be significantly impaired.

7-Eleven is now the single largest merchant customer in our portfolio, representing 35.8% and 33.6% of our total pro forma revenues for the year ended December 31, 2006 and nine months ended September 30, 2007, respectively. Accordingly, a significant percentage of our future revenues and operating income will be dependent upon the successful continuation of our relationship with 7-Eleven. If 7-Eleven’s financial condition were to deteriorate in the future and, as a result, it was required to close a significant number of its domestic store locations, our financial results would be significantly impacted. Additionally, while the underlying ATM placement agreement with 7-Eleven has an initial term of 10 years, we may not be successful in renewing such agreement with 7-Eleven upon the end of that initial term, or such renewal may occur with terms and conditions that are not as favorable to us as those contained in the current agreement. Finally, the ATM placement agreement executed with 7-Eleven contains certain terms and conditions that, if we fail to meet such terms and conditions, gives 7-Eleven the right to terminate the placement agreement or our exclusive right to provide certain services.

In connection with the 7-Eleven ATM Transaction, we acquired advanced-functionality Vcom machines with significant potential for providing new services. Failure to achieve market acceptance among users could lead to continued losses from the Vcom Services, which could adversely affect our operating results.

In the 7-Eleven ATM Transaction, we acquired approximately 5,500 ATM machines, including 2,000 advanced-functionality Vcom machines. Advanced-functionality includes check cashing, money transfer, and bill payment services (collectively, the “Vcom Services”), as well as off-premise deposit services using electronic imaging. Additional growth opportunities that we believe to be associated with the acquisition of Vcom machines, including possible services expansion of our existing ATMs, may be impaired if we cannot achieve market acceptance among users or if we cannot implement the right mix of services and locations or adopt effective targeted marketing strategies.

We have estimated that the Vcom Services generated an operating profit of $11.4 million for the year ended December 31, 2006 and an operating loss of $3.6 million for the nine months ended September 30, 2007. However, excluding the upfront placement fees, which may not continue in the future, the Vcom Services generated operating losses of $6.6 million and $7.8 million for the year ended December 31, 2006 and for the nine months ended September 30, 2007, respectively. Additionally, we currently expect to incur operating losses associated with the Vcom Services within the first 12-18 months subsequent to the 7-Eleven ATM Transaction and our results for the quarter ended September 30, 2007, including approximately $2.1 million in losses that were generated by the Vcom Services subsequent to the 7-Eleven ATM Transaction. We plan to continue to operate the Vcom units and restructure the Vcom operations to improve the financial results of the acquired Vcom operations; however, we may be unsuccessful in this effort. In the event we are not able to improve the operating results and we incur cumulative losses of $10.0 million associated with providing the Vcom Services, our current intent is to terminate the Vcom Services and utilize the Vcom machines solely to provide traditional ATM services. However, even if we are unsuccessful in improving its operating results, we may decide not to exit this business immediately but rather extend the period of time it takes to restructure the acquired Vcom operations, thus potentially resulting in losses of greater than $10.0 million. The future losses associated with the acquired Vcom operations could be significantly higher than those currently estimated, which would negatively impact our future operating results and financial condition. Even if we decide to terminate the provision of Vcom Services, our operating income may not improve because our estimate of historical losses was based on a review of the expenses of the financial services business of 7-Eleven Inc., which required us to allocate the expenses not directly associated with the provision of Vcom Services. In addition, in the event we decide to terminate the Vcom Services, we may be required to pay up to $1.5 million of contract termination payments, and may incur additional costs and expenses, which could negatively impact our future operating results and financial condition. Finally, to the extent we pursue future advanced functionality services independent of our Vcom efforts, we can provide no assurance that such efforts will be profitable.

We maintain a significant amount of cash within our Company-owned ATMs, which is subject to potential loss due to theft or other events, including natural disasters.

As of September 30, 2007, there was approximately $887.3 million in vault cash held in our domestic and international ATMs. Although legal and equitable title to such cash is held by the cash providers, any loss of such cash from our ATMs through theft or other means is typically our responsibility (other than thefts resulting from the use of fraudulent debit or credit cards, which are typically the responsibility of the issuing financial institutions). While we maintain insurance to cover a significant portion of any losses that may be sustained by us as a result of such events, we are still required to fund a portion of such losses through the payment of the related deductible amounts under our insurance policies. Furthermore, although thefts and losses suffered by our ATMs have been relatively minor and infrequent in the past, any increase in the frequency and/or amounts of such thefts and losses could negatively impact our operating results as a result of higher deductible payments and increased insurance premiums. Additionally, any damage sustained to our merchant customers’ store locations in connection with any ATM-related thefts, if extensive and frequent enough in nature, could negatively impact our relationships with such merchants and impair our ability to deploy additional ATMs in those locations (or new locations) with those merchants in the future.

We have incurred substantial losses in the past and may continue to incur losses in the future.

We have incurred net losses in three of the past five years, and have incurred a net loss of $19.7 million for the nine months ended September 30, 2007. As of September 30, 2007, we had an accumulated deficit of $23.0 million. There can be no guarantee that we will achieve profitability. If we achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain or increase such profitability on a quarterly or annual basis.

Our operating results have fluctuated historically and could continue to fluctuate in the future, which could affect our ability to maintain our current market position or expand.

Our operating results have fluctuated in the past and may continue to fluctuate in the future as a result of a variety of factors, many of which are beyond our control, including the following:


	•	changes in general economic conditions and specific market conditions in the ATM and financial services industries;

	•	changes in payment trends and offerings in the markets in which we operate;

	•	competition from other companies providing the same or similar services that we offer;

	•	the timing and magnitude of operating expenses, capital expenditures, and expenses related to the expansion of sales, marketing, and operations, including as a result of acquisitions, if any;

	•	the timing and magnitude of any impairment charges that may materialize over time relating to our goodwill, intangible assets or long-lived assets;

	•	changes in the general level of interest rates in the markets in which we operate;

	•	changes in regulatory requirements associated with the ATM and financial services industries;

	•	changes in the mix of our current services; and

	•	changes in the financial condition and credit risk of our customers.

Any of the foregoing factors could have a material adverse effect on our business, results of operations, and financial condition. Although we have experienced growth in revenues in recent quarters, this growth rate is not necessarily indicative of future operating results. A relatively large portion of our expenses are fixed in the short-term, particularly with respect to personnel expenses, depreciation and amortization expenses, and interest expense. Therefore, our results of operations are particularly sensitive to fluctuations in revenues. As such, comparisons to prior periods should not be relied upon as indications of our future performance.

If our goodwill or other intangible assets become impaired, we may be required to record a significant charge to earnings.

We have a large amount of goodwill and other intangible assets and are required to perform periodic assessments for any possible impairment for accounting purposes. At September 30, 2007, we had goodwill and other intangible assets of $371.2 million, or approximately 66% of our total assets. We evaluate periodically the recoverability and the amortization period of our intangible assets under accounting principles generally accepted in the United States of America. Some factors that we consider to be important in assessing whether or not impairment exists include the performance of the related assets relative to expected historical or projected future operating results, significant changes in the manner of our use of the assets or the strategy for our overall business, and significant negative industry or economic trends. These factors, assumptions, and changes in them could result in an impairment of our goodwill and other intangible assets. We may be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined, resulting in an impact on our results of operations, the effect of which could be material. For example, in the quarter ended September 30, 2007 we recorded approximately $5.1 million of impairment charges related to a merchant contract acquired in 2004, and other impairment charges in the future may also adversely affect our results of operations.

Material weaknesses previously identified in our internal control over financial reporting by our independent registered public accounting firm could result in a material misstatement to our financial statements as well as result in our inability to file periodic reports within the time periods required by federal securities laws, which could have a material adverse effect on our business and stock price.

We are required to design, implement, and maintain effective controls over financial reporting. In connection with the preparation of our consolidated financial statements as of and for the years ended December 31, 2006 and 2005, our independent registered public accounting firm identified certain control deficiencies, which represent material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, our independent registered public accounting firm identified material weaknesses regarding our ability to account for complex or unusual transactions, including (1) deferred financing cost adjustments related to our debt modifications and refinancings and (2) modifications to our asset retirement obligations. These material weaknesses resulted in, or contributed to, adjustments to our financial statements and, in certain cases, restatement of prior financial statements. While we have taken action to remediate the identified weaknesses, including the hiring of additional personnel with the requisite accounting skills and expertise, we cannot provide assurance that the measures we have taken or any future measures will adequately remediate the material weaknesses identified by our independent registered public accounting firm. Failure to implement new or improved controls, or any difficulties encountered in the implementation of such controls, could result in a material misstatement in our annual or interim consolidated financial statements that would not be prevented or detected. Such material misstatement could require us to restate our financial statements or otherwise cause investors to lose confidence in our reported financial information.

We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which will require annual management assessments and a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. We must complete our Section 404 annual management report and include the report beginning in our 2007 Annual Report on Form 10-K, which will be filed in early 2008. Additionally, our independent registered public accounting firm must complete its attestation report, which must be included beginning in our 2008 Annual Report on Form 10-K, which will be filed in early 2009. As described above, our independent registered public accounting firm has identified material weaknesses in our internal control over financial reporting, and we or it may discover additional material weaknesses or deficiencies, which we may not be able to remediate in time to meet our deadline for compliance with Section 404. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 or our independent registered public accounting firm may not issue a favorable assessment. We cannot be certain as to the timing of completion of our evaluation, testing, and remediation actions or their effect on our operations. If either we are unable to conclude that we have effective internal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified report, investors could lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

Failure to remediate any identified material weaknesses could cause us to not meet our reporting obligations. The rules of the Securities and Exchange Commission (“SEC”) require that we file periodic reports containing our financial statements within a specified time following the completion of quarterly and annual fiscal periods. Any failure by us to timely file our periodic reports with the SEC may result in a number of adverse consequences that could materially and adversely impact our business, including, without limitation, potential action by the SEC against us, possible defaults under our debt arrangements, shareholder lawsuits, and general damage to our reputation.

Our international operations involve special risks and may not be successful, which would result in a reduction of our gross profits.

On a pro forma basis as of December 31, 2006 and on a historical basis as of September 30, 2007, approximately 5.6% and 9.2% of our ATMs were located in the U.K. and Mexico, respectively. Those ATMs

contributed 12.8% and 16.9% of our pro forma gross profits for the year ended December 31, 2006 and the nine months ended September 30, 2007, respectively. We expect to continue to expand in the U.K. and Mexico and potentially into other countries as opportunities arise. Our international operations are subject to certain inherent risks, including:


	•	exposure to currency fluctuations, including the risk that our future reported operating results could be negatively impacted by unfavorable movements in the functional currencies of our international operations relative to the United States dollar, which represents our consolidated reporting currency;

	•	difficulties in complying with the different laws and regulations in each country and jurisdiction in which we operate, including unique labor and reporting laws;

	•	unexpected changes in laws, regulations, and policies of foreign governments or other regulatory bodies, including changes that could potentially disallow surcharging or that could result in a reduction in the amount of interchange fees received per transaction;

	•	difficulties in staffing and managing foreign operations, including hiring and retaining skilled workers in those countries in which we operate; and

	•	potentially adverse tax consequences, including restrictions on the repatriation of foreign earnings.

Any of these factors could reduce the profitability and revenues derived from our international operations and international expansion.

Our proposed expansion efforts into new international markets involve unique risks and may not be successful.

We currently plan to expand our operations internationally with a focus on high growth emerging markets, such as Central and Eastern Europe, China, India and Brazil. Because the off-premise ATM industry is relatively undeveloped in these emerging markets, we may not be successful in these expansion efforts. In particular, many of these markets do not currently employ or support an off-premise ATM surcharging model, meaning that we would have to rely on interchange fees as our primary source of revenue. While we have had some success in deploying non-surcharging ATMs in selected markets (most notably in the United Kingdom), such a model requires significant transaction volumes to make it economically feasible to purchase and deploy ATMs. Furthermore, most of the ATMs in these markets are owned and operated by financial institutions, thus increasing the risk that cardholders would be unwilling to utilize an off-premise ATM with an unfamiliar brand. Finally, the regulatory environments in many of these markets are evolving and unpredictable, thus increasing the risk that a particular deployment model chosen at inception may not be economically viable in the future.

Other than the above, there have been no other material changes to the risk factors as presented in our Annual Report on Form 10-K dated April 2, 2007.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

None.


Item 3.	Defaults upon Senior Securities

None.


Item 4.	Submission of Matters to a Vote of Security Holders

None.


Item 5.	Other Information

None.


ITEM 6.	EXHIBITS

Each exhibit identified below is part of this Report. Exhibits filed with this Report are designated by an “*”. All exhibits not so designated are incorporated herein by reference to a prior filing as indicated.


Exhibit
Number			Description

	2	.1	Purchase and Sale Agreement, dated as of July 20, 2007, by and between Cardtronics, L.P. and 7-Eleven, Inc. (incorporated herein by reference to Exhibit 10.1 of the Report on Form 8-K filed by Cardtronics, Inc. on July 26, 2007).


	+*10	.1	Vault Cash Agreement, dated as of July 20, 2007, by and between Cardtronics, Inc. and Wells Fargo, N.A.


	+*10	.2	Placement Agreement, dated as of July 20, 2007, by and between Cardtronics, Inc. and 7-Eleven, Inc.


	*10	.3	Cardtronics, Inc. 2007 Stock Incentive Plan.


	*31	.1	Certification of the Chief Executive Officer of Cardtronics, Inc. pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.


	*31	.2	Certification of the Chief Financial Officer of Cardtronics, Inc. pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.


	*32	.1	Certification of the Chief Executive Officer of Cardtronics, Inc. pursuant to Section 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.


	*32	.2	Certification of the Chief Financial Officer of Cardtronics, Inc. pursuant to Section 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.


+		Application has been made to the Securities and Exchange Commission for the confidential treatment of certain provisions of this exhibit. The omitted material for which confidential treatment has been requested has been filed separately with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CARDTRONICS, INC.

/s/ Jack Antonini

Jack Antonini

President and Chief Executive Officer

(Principal Executive Officer)

November 8, 2007

/s/ J. Chris Brewster

J. Chris Brewster

Chief Financial Officer

(Principal Financial and Accounting Officer)

November 8, 2007

EXHIBIT INDEX


Exhibit
Number			Description

	2	.1	Purchase and Sale Agreement, dated as of July 20, 2007, by and between Cardtronics, L.P. and 7-Eleven, Inc. (incorporated herein by reference to Exhibit 10.1 of the Report on Form 8-K filed by Cardtronics, Inc. on July 26, 2007).


	+*10	.1	Vault Cash Agreement, dated as of July 20, 2007, by and between Cardtronics, Inc. and Wells Fargo, N.A.


	+*10	.2	Placement Agreement, dated as of July 20, 2007, by and between Cardtronics, Inc. and 7-Eleven, Inc.


	*10	.3	Cardtronics, Inc. 2007 Stock Incentive Plan.


	*31	.1	Certification of the Chief Executive Officer of Cardtronics, Inc. pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.


	*31	.2	Certification of the Chief Financial Officer of Cardtronics, Inc. pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934.


	*32	.1	Certification of the Chief Executive Officer of Cardtronics, Inc. pursuant to Section 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.


	*32	.2	Certification of the Chief Financial Officer of Cardtronics, Inc. pursuant to Section 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.


+		Application has been made to the Securities and Exchange Commission for the confidential treatment of certain provisions of this exhibit. The omitted material for which confidential treatment has been requested has been filed separately with the Securities and Exchange Commission.

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

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

			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 .

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

			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

			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.

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 .

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:

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

			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.

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

			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

			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.

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

			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 .

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.

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.

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).

Ownership of Cash .

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

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

			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 .

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.

	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.

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

			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.

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 10 ^th 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 20 ^th day after delivery of such monthly billing statement. To the extent that the appropriate Operating Account contains insufficient funds to accommodate such

			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.

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.

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 .

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.

	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.

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.

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

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:

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.

	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.

	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.

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.

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

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.

	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.

Indemnification; Limitations on Liability .

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

			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

			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

			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.

XII.

Representations Warranties and Covenants.

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.

	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

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

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.

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.

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

			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.

	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.

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:

	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

			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.

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

			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

			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.

	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

			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

			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]

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

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.

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.

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.

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:

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

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.

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.

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.

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.

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.

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.

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

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EXHIBIT F

Recovery Plan

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

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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

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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

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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

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			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, 23 ^rd 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.

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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:

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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:

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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.

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“ 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.

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“ 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.

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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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EXHIBIT 10.2

Placement Agreement

between

7-Eleven, Inc.

and

Cardtronics, LP

July 20, 2007

Table of Contents


		Page
1.	Background		1

2.	Definitions		1

3.	Installation of Financial Services Kiosks in Stores		8

4.	Equipment		15

5.	Maintenance of Financial Services Kiosks		15

6.	Personnel		16

7.	Cardtronics Services		17

8.	Payments and Consideration		18

9.	Intellectual Property and Software		18

10.	Confidentiality and Information Security		20

11.	Advertising and Marketing		22

12.	POS Non-Exclusivity and Non-Solicitation		24

13.	Contract and Project Management		25

14.	Regulatory Compliance		26

15.	Title; Risk of Loss; Taxes		26

16.	Insurance and Indemnity		29

17.	Reporting and Audit Rights		34

18.	Term and Termination		34

19.	General		38

Schedules


Schedule A	-	Financial Services

Schedule B	-	Financial Services Kiosks Deployed at Effective Date

Schedule C	-	Financial Services Kiosk Physical Requirements

Schedule D	-	Service Levels and Liquidated Damages

Schedule E	-	Payment and Consideration for Financial Services

Schedule F	-	Periodic Reports

Schedule G	-	Quarterly Meetings

Schedule H	-	Obligations Related to Financial Network Contracts

Placement Agreement

This PLACEMENT AGREEMENT is executed on this 1st day of June, 2007 (the “Effective Date”), by and between 7-Eleven, Inc., a Texas corporation (“7-Eleven”), with principal offices at 1722 Routh Street, Suite 1000, Dallas, TX 75201, and Cardtronics, LP, a Delaware limited partnership (“Cardtronics”) with principal offices at 3110 Hayes Road, #300, Houston, Texas 77082.

7-Eleven, Inc. and Cardtronics, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Background.

1.1 Background and Objectives of the Parties .

(a) The Parties have entered into the Purchase Agreement as of the Effective Date. The Parties are entering into this Agreement contemporaneously with the Purchase Agreement.

(b) Cardtronics desires to maintain existing and install new Financial Services Kiosks in the Stores and offer the Financial Services via the Financial Services Kiosks, and receive the revenues therefrom, all in accordance with the terms and conditions of this Agreement.

(c) 7-Eleven desires to receive compensation for allowing the Financial Services Kiosks to be placed in the Stores in accordance with the terms and conditions of this Agreement.

1.2 Construction . The provisions of this Section 1 are intended to be a general introduction to this Agreement and are not intended to be binding on the Parties.

2. Definitions.

For purposes of this Agreement, the following capitalized terms shall have the meanings ascribed thereto. Other capitalized terms used in this Agreement are defined in the context in which they are used and shall have the meanings therein indicated.

2.1 “Accessway” shall mean the area immediately adjacent to a Financial Services Kiosk reasonably necessary for a customer to access and use the Financial Services Kiosk.

2.2 “Advanced Financial Services Functionality” shall mean advanced financial and other kiosk based service offerings excluding ATM Functionality which as of the Effective Date consist of: check cashing, money transfer, bill payment, deposit taking capabilities, and coupon or other promotional activities via receipt printing or usage of screens, financial institution guest member verification, financial institution balance and history print, financial institution account transfers (including share to share, share to loan, loan to loan, loan to share), financial institution cash advances (cash only), and financial institution loan payment (cash only and check where available).

2.3 “Advanced Financial Services Minimums” shall mean that there are installed and Cardtronics is operating Financial Services Kiosks with Advanced Financial Services Functionality in no fewer than: 75% of Stores by the fourth anniversary of the Effective Date.

2.4 “Affiliate” shall mean, with respect to any person, any other person controlling, controlled by or under common control with such person. The term “Affiliate” shall not include franchisees or area licensees of 7-Eleven.

2.5 “Agreement” shall mean this Placement Agreement, together with all schedules, exhibits and attachments hereto, and any modification or amendment thereto made in accordance with the terms hereof.

2.6 “ATM Functionality” means traditional automated teller machine functions including cash withdrawals, balance inquiries, account transfers, credit and/or debit card cash advances, transaction denials, or any other functions agreed to in writing by both Parties.

2.7 “Branding Partners” means those parties in contractual arrangements with 7-Eleven as of the Effective Date which permit such party to use a 7-Eleven mark in association with a Financial Services Kiosk, including but not limited to FSCC, Coop, Citi and TCF. 7-Eleven may agree to designate additional Branding Partners.

2.8 “Can Sign” shall have the meaning set forth in Section 11.1 .

2.9 “Cardtronics Facilities” shall mean all locations where Financial Services Kiosks are installed other than Stores.

2.10 “Cardtronics Marks” shall have the meaning set forth in Section 9.3(a) .

2.11 “Cardtronics Services” shall mean the Financial Services and other services provided by Cardtronics in accordance with this Agreement.

2.12 “Cardtronics Software” shall mean and include the software that is both (i) owned by or licensed to Cardtronics or its Affiliates, or their respective subcontractors or third party vendors, as of the Effective Date, or subsequently developed by Cardtronics or its Affiliates (or by third party vendors for Cardtronics or its Affiliates), or their respective subcontractors or third party vendors, and any new software subsequently purchased or licensed by Cardtronics or its Affiliates, or their respective subcontractors, from third parties, including (to the extent such right to the software was given to Cardtronics or its Affiliates or their respective subcontractors as part of the purchase or license), source code, object code and documentation relating to such software and any modifications, enhancements, revisions or supplements to such owned, developed, purchased or licensed software from time to time, and (ii) used to provide the Financial Services. As between the Parties and their Affiliates, Cardtronics shall own all right, title and interest in and to the Cardtronics Software.

2.13 “Claims” shall have the meaning set forth in Section 16.4 .

2.14 “Competitor” shall mean any entity that sells grocery and/or prepared food products or other basic products and services, including gasoline, emphasizing convenience, in a manner

substantially similar to 7-Eleven, including but limited to convenience store operations, retail gasoline/convenience facilities operated by either major oil companies or retail companies, either forecourt or off premises, and drugstores. By way of example, while not intended to be an exhaustive list, the following are examples of companies classified as Competitors of 7-Eleven; (i) any location selling gasoline that also offers convenience products; (ii) drugstores such as Walgreen’s, CVS, and Rite Aid; and (iii) any convenience store.

2.15 “Confidential Information” shall have the meaning set forth in Section 10.1 .

2.16 “Customer Data” shall mean and include all Transaction or membership data and personally identifying or other customer information (such as names, addresses, social security numbers, dates of birth, home or work telephone numbers and employers) obtained as a direct result of a person’s registration for, purchase, attempted purchase and/or utilization of, the Financial Services on or via the Financial Services Kiosks . As between the parties, any Customer Data obtained as a result of the Cardtronics Services shall be owned by Cardtronics.

2.17 “Disclosing Party” shall have the meaning set forth in Section 10.1 .

2.18 “Effective Date” is the date defined as such in the first paragraph of this Agreement.

2.19 “Exclusive Rights” shall have the meaning set forth in Section 3.1 .

2.20 “Financial Services” shall mean the ATM Functionality and Advanced Financial Services Functionality services and products offered via the Financial Services Kiosks as set forth on Schedule A , and any other services and products offered via the Financial Services Kiosks in accordance with the terms and conditions of this Agreement.

2.21 “Financial Services Change” shall have the meaning set forth in Section 7.2 .

2.22 “Financial Services Kiosk” shall mean each kiosk (including hardware and software) together with any and all other equipment, fixtures, and signage (if affixed to the Financial Services Kiosk or part of the surround) used to provide either ATM Functionality or Advanced Financial Services Functionality.

2.23 “Financial Services Kiosk Area” shall mean that space within a Store necessary for placement of the Financial Services Kiosk, which shall be designated in accordance with Section 3.8 .

2.24 “Financial Services Kiosk Project” shall mean the development, installation, testing, operation and maintenance of Financial Services Kiosks.

2.25 “Franchisee Amendment” shall have the meaning set forth in Section 3.2 .

2.26 “Intellectual Property Rights” shall mean all industrial, intellectual property or other rights of a person in, to or arising out of (a) United States or foreign patents and all corresponding rights throughout the world, or applications therefor and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (b) inventions (whether patentable or not in any country), ideas, conceptions (including invention disclosures and

whether or not reduced to practice), industrial designs, improvements, trade secrets, proprietary information, know-how, technology and technical data, (c) copyrights, mask works, copyright registrations, mask work registrations and applications therefor in the United States or any foreign country, and all other rights corresponding thereto throughout the world, (d) United States or foreign registered or common law trademarks, service marks, trade dress, trade names, logos, intent-to-use registrations or notices, and applications to register or use any of the foregoing anywhere in the world, (e) trade secrets and Confidential Information, (f) any other proprietary rights in technology, including software, all source and object code, algorithms, architecture, structure, display screens, layouts, inventions, development tools and all documentation and media constituting, describing or relating to the above, including, without limitation, manuals, memoranda, records, business information, or trade marks, trade dress or names, anywhere in the world, and all rights necessary for the worldwide development, manufacture, modification, enhancement, creation of derivatives thereof, sale, licensing, use, reproduction, publishing and display of such technology or other asset and all modifications and enhancements thereto and derivatives thereof and (g) all rights to sue or recover and retain damages, costs and attorneys’ fees for present and past infringement of any of the foregoing.

2.27 “Minimum Store Commitment” shall have the meaning set forth in Section 3.7 .

2.28 “Party” shall mean either 7-Eleven or Cardtronics and “Parties” means both 7-Eleven and Cardtronics.

2.29 “Person” shall mean an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other entity.

2.30 “Purchase Agreement” shall mean the Asset Purchase Agreement of even date herewith between the Parties for the sale by 7-Eleven and Vcom Financial Services, Inc. to Cardtronics of assets relating to the Financial Services Kiosk Project and an assumption of certain liabilities related to such assets.

2.31 “Receiving Party” shall have the meaning set forth in Section 10.1 .

2.32 “Remodeling” shall mean removal, rearrangement and/or addition of shelving or other merchandising equipment and facilities, the installation of electrical, data communication, and other service with appurtenant outlets and any other improvements or alterations necessitated by installation, preparation or construction of a Financial Services Kiosk Area, in an existing Store. For the avoidance of doubt, build out of a new Store shall not constitute Remodeling.

2.33 “Removal” shall mean the removal of a Financial Services Kiosk upon expiration or termination of this Agreement pursuant to Section 18.7 .

2.34 “Root Cause Analysis” means the formal process used by Cardtronics to diagnose the underlying cause of problems at the lowest reasonable level so that corrective action can be taken that shall eliminate repeat failures.

2.35 “7-Eleven Marks” shall have the meaning set forth in Section 9.3(b) .

2.36 “Service Level Credits” means the liquidated damages to which 7-Eleven is entitled (including any applicable multipliers) when Service Level Defaults occur as set forth in Schedule D .

2.37 “Service Level Default” means a failure to achieve the Service Level or failure to avoid Increased Impact specified in Schedule D .

2.38 “Service Levels” means the standards for performance, availability, reliability, quality and responsiveness that Cardtronics will be required to meet in Cardtronics’s performance of the Cardtronics Services as set forth in Schedule D .

2.39 “Stores” shall mean the 7-Eleven corporate operated stores and 7-Eleven franchisee stores in the Territory (which Stores are identified on Schedule B hereto), together with all additional convenience stores or franchises in the Territory acquired or controlled by 7-Eleven after the Effective Date of this Agreement, whether or not such convenience stores or franchises are branded as “7-Eleven” stores, but excluding certain stores excluded pursuant to the terms of Section 3.2 , as well as all stores consisting of less than 500 square feet, except that any such stores of less than 500 square feet which by mutual written agreement are designated as constituting Stores shall nevertheless qualify as “Stores”.

2.40 “Taxes” shall mean taxes, assessments, fees and other governmental charges imposed on or with respect to the ownership and operation of the Financial Services Kiosks, including income, profits, gross receipts, net proceeds, ad valorem, value added, turnover, sales, use, property, personal property (tangible and intangible), environmental, stamp, leasing, lease, user, excise, duty, franchise, transfer, registration, license, withholding, social security (or similar), unemployment, disability, payroll, employment, excess profits, occupational, severance, estimated or other charge of any kind whatsoever, including any interest penalty or additions thereto, whether disputed or not ; provided, however, that in no event shall Taxes include or be deemed to include (i) property or ad valorem taxes related to any tangible property or asset not sold and conveyed to Cardtronics in accordance with the Purchase Agreement, or (ii) any income, franchise, margin or other taxes of any kind assessed upon income or revenues of 7-Eleven or its franchisees, including but not limited to income or revenues received by 7-Eleven or its franchisees in respect of the Financial Services Kiosks.

2.41 “Term” shall have the meaning set forth in Section 18.1 .

2.42 “Territory” shall mean the United States of America.

2.43 “Transaction” shall mean the execution of a transaction by a customer on a Financial Services Kiosk, including by way of example, and without limitation, a cash withdrawal, balance inquiry, account transfer, cashing of a check, bill payment or purchase of telecommunications products by a person at a Store using a Kiosk.

2.44 “Transaction Fees” shall have the meaning set forth in Section 8.1 .

2.45 “Vault Cash” shall mean cash contained in a Financial Services Kiosk.

2.46 “Vault Cash Loss” means a single occurrence of the loss of Vault Cash in excess of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] from a single Financial Services Kiosk. Vault Cash Losses include stolen, lost or destroyed Vault Cash and negotiable instruments. Vault Cash Losses, to the extent that they are not directly attributable to 7-Eleven or its franchisees, or its or their employees or agents, as provided in Section 15.2 , does not include any loss of Vault Cash occurring outside the Financial Services Kiosk, such as losses occurring to Vault Cash while in transit or in storage at a vault or similar location away from a Store. The amount of a Vault Cash Loss does not include the face value of stolen, lost or destroyed negotiable instruments or other non-cash items of value, or to the extent that they are not directly attributable to 7-Eleven or its franchisees, or its or their employees or agents, as provided in Section 15.2 , any loss of any nature to the extent such loss results from (a) equipment malfunction; (b) mistakes in Financial Services Kiosk loading including, without limitation, currency dispensed due to misloaded denominations, misconfigured cassettes, or misloaded cassettes; (c) currency dispensed due to mistake or fraudulent instruction manually or electronically transmitted to the Financial Services Kiosk; (d) discrepancies between network reports and Financial Services Kiosk bill counter totals (in the event of such discrepancies, bill counter totals will be deemed conclusive); (e) Cardtronics’ mistakes in verification; (f) access by third persons (i.e. persons other than 7-Eleven or its franchisees, or its or their employees or agents), whether authorized or unauthorized, unless such access was made possible by the intentional act or omission of 7-Eleven or its franchisees, or its or their employees or agents, described in Section 15.2 ); (g) the use of magnetic debit and credit cards; (h) the presence of excess currency (commonly called “side cash”), or items of value not specifically intended to be present at the Financial Services Kiosk location; (i) burglary; or (j) damage from breakage and vandalism.

2.47 “Vault Cash Loss Liability Limit” means the maximum amount of 7-Eleven’s liability for a Vault Cash Loss and such amount is [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] per Vault Cash Loss.

2.48 “Viruses” shall mean viruses, contaminants or similar items.

3. Installation of Financial Services Kiosks in Stores.

3.1 Financial Services Kiosk Exclusivity .

(a) Subject to the other terms and conditions herein, Cardtronics shall have the exclusive right to install and operate Financial Services Kiosks offering Advanced Financial Services Functionality and the exclusive right to install and operate Financial Services Kiosks providing only ATM Functionality in each Store (which shall be deemed to include the leasehold or property which is part of the operation of the retail 7-Eleven Store) for a period of ten (10) years. Cardtronics shall provide 7-Eleven written notice if it intends to temporarily or permanently cease providing Advanced Financial Services Functionality in whole or in part. Notwithstanding anything to the contrary in this Section 3.1(a) : (i) if at any time Cardtronics is no longer operating any Financial Services Kiosks with Advanced Financial Services Functionality, its

exclusive rights as to Advanced Financial Services Functionality shall terminate and 7-Eleven may thereafter install and operate Financial Services Kiosks offering Advanced Financial Services Functionality (but not ATM Functionality); (ii) if at any time after the fourth anniversary of the Effective Date, Cardtronics is no longer offering a product or service as part of Advanced Financial Services Functionality in at least enough Stores to meet the Advanced Financial Services Minimums, its exclusive rights as to that product or service shall terminate and 7-Eleven may thereafter install and operate Financial Services Kiosks offering such product or service (but not ATM Functionality or other products or services to which Cardtronics maintains exclusivity rights); and (iii) if Cardtronics has not installed Financial Services Kiosks with Advanced Financial Services Functionality in all Stores after the fourth anniversary of the Effective Date, and Cardtonics has failed to meet the Advanced Financial Services Minimums, and Cardtronics has not obtained 7-Eleven’s approval of Cardtronics’ plan to install Financial Services Kiosks with Advanced Financial Services Functionality in the remaining Stores, its exclusive rights as to such Stores where no Financial Services Kiosks with Advanced Financial Services Functionality have been installed shall terminate. With respect to (ii) or (iii), if Cardtronics wants to retain the applicable exclusivity, Cardtronics will present a plan prior to the end of the four year period and obtain 7-Eleven’s approval of such plan. 7-Eleven will not unreasonably withhold, condition, or delay such approval.

(b) With respect to any acquisitions or franchise arrangements wherein 7-Eleven acquires Stores after the Effective Date with existing ATM obligations and/or 7-Eleven has not yet installed or converted such locations to the 7-Eleven network infrastructure, network and utility facilities, and taken any other necessary actions required of 7-Eleven hereunder in order to enable Cardtronics to install and operate Financial Services Kiosks in such Stores, Cardtronics’ exclusive right to install and operate Financial Services Kiosks in such Stores shall not apply until (i) such existing ATM obligations have expired, (ii) 7-Eleven has converted such Store to the 7-Eleven network infrastructure or Cardtronics has agreed to arrange for alternative communications infrastructure at its sole expense (such agreement at Cardtronics sole and exclusive discretion); and (iii) Cardtronics has installed and is operating a Financial Services Kiosk in such newly acquired Store(s). 7-Eleven agrees to provide Cardtronics notice as to all such locations when the conditions of both (i) and (ii) have been satisfied. 7-Eleven agrees not to extend or otherwise renew any such existing ATM obligations as described herein. For avoidance of doubt, after Cardtronics has received the notice as contemplated herein that it can install a Financial Services Kiosk in accordance with this Section, 7-Eleven shall have no obligation to remove any existing ATMs in Stores after pre-existing obligations have expired until Cardtronics has installed and is operating a Financial Services Kiosk at such location unless space limitations in the Store require the removal of the existing ATM in order to install the Financial Services Kiosk. If space limitations in the Store require the removal of the existing ATM in order to install the Financial Services Kiosk, Cardtronics shall notify 7-Eleven when it has a Financial Services Kiosk ready to install, and the parties shall reasonably cooperate to schedule and perform the removal of the existing ATM by the ATM vendor and installation of the Financial Services Kiosk by Cardtronics in a manner that results in minimum ATM downtime and impact to ATM availability for 7-Eleven customers. All Cardtronics’ rights in this Section 3.1 shall be referred to as the “Exclusive Rights”.

(c) In the event that 7-Eleven exercises it right to terminate either this Agreement or any Store location in accordance with this Agreement or Schedule D , the Exclusive Rights granted in

this Section 3.1 shall likewise terminate.

3.2 Financial Services Kiosk Installation . Subject to the other terms and conditions herein, Cardtronics shall install, operate and maintain one or more Financial Services Kiosks with ATM Functionality in the Financial Services Kiosk Area in each Store, except that either party may request approval of the other party for the exclusion of any Store from these obligations if the Financial Services Kiosk has repeatedly been subject to vandalism or burglary (which approval shall not be unreasonably withheld, conditioned or delayed), and upon such approval, such Stores shall be deemed excluded from such obligations and from Cardtronics Exclusive Rights and all other rights. For security reasons, Cardtronics shall have the right to bolt Financial Services Kiosks to the floors of Stores. However, in no event shall Cardtronics be obligated to install any Financial Services Kiosks in any Stores from and after such time when there shall remain three (3) years or less in the Term, taking into account any renewal of the Term pursuant to Section 18.2 ; and provided, further, that Cardtronics’ Exclusive Rights and all other rights and obligations under this Agreement shall terminate as to that Store, and any new Stores opened thereafter, upon its election not to install, operate or maintain a Financial Services Kiosk as to such Store pursuant to and as provided in this sentence. Notwithstanding any requirement to the contrary, Cardtronics may (but shall not be obligated to) install Financial Services Kiosks with Advanced Financial Services Functionality in addition to ATM Functionality, in each corporate-operated Store and, if the franchisee has executed a Franchisee Amendment as contemplated in Section 3.4 , in such franchisee-operated Store. Notwithstanding the foregoing, but subject as hereinafter provided, Cardtronics shall not have any right or option to install a Financial Services Kiosk in a Store, and such right or option shall not apply, for so long as 7-Eleven is subject to any conflicting contractual or other legal restriction, or if such Store has physical limitations, preventing or materially limiting the operation of a Financial Services Kiosk in such Store; provided, however, that the foregoing provisions of this sentence shall be inapplicable with respect to any Store in which a Financial Services Kiosk is located as of the date of this Agreement. For Stores opened after the Effective Date, 7-Eleven shall give Cardtronics sixty (60) days notice of the date on which a Financial Services Kiosk is to be installed, and Cardtronics shall install and operate a Financial Services Kiosk in the Financial Services Kiosk Area of the Store within thirty (30) days if such Store was included in the preceding quarterly forecast, and within sixty (60) days if such Store was not included in the preceding quarterly forecast (“Install Date”). In order to insure that the Financial Services Kiosk is operating upon the opening or conversions of a Store, 7-Eleven and Cardtronics will use good faith efforts to mutually develop a rolling forecast on a quarterly basis, estimating 7-Eleven’s required Financial Services Kiosk needs, as well as the need for the installation of Financial Services Kiosk by Cardtronics, based on 7-Eleven’s anticipated number of new Stores and Store closures during the Term of this Agreement. The mutual forecast provided herein will represent the parties’ estimate of 7-Eleven’s requirements; provided that, nothing herein shall obligate Cardtronics to supply any such Financial Services Kiosks until Notice as provided in Section 3.4 is actually provided by 7-Eleven. 7-Eleven makes no warranty as to the accuracy or completeness of the Forecasts. Cardtronics acknowledges and agrees that the Forecasts are solely for informational purposes and that the Forecasts will not obligate 7-Eleven in any manner. If either (a) Cardtronics refuses or fails to timely install or operate a Financial Services Kiosk in a Store when required to do so in accordance with the terms of this Agreement, or (b) Cardtronics fails to provide the maintenance services set forth in Section 5 herein as to a Financial Services Kiosk in a Store, then (i) subject to and in accordance with Section 18.3 , 7-Eleven may terminate Cardtronics’

Exclusive Rights and all other rights and obligations hereunder with respect to such Store in the same manner and with the same effect as if such date were the expiration date of this Agreement as to such Store, and (ii) Cardtronics shall remove any Financial Services Kiosk from such Store in accordance with Section 18.7 herein.

3.3 Advanced Financial Services Functionality. In addition to other elections which may be made by Cardtronics in its good faith business judgment pursuant to this Agreement as provided above, Cardtronics may in its good faith business judgment elect to replace the existing Financial Services Kiosks providing Advanced Financial Services Functionality in some or all of the Stores in which same are located, with Financial Services Kiosks not offering Advanced Financial Services Functionality, or to otherwise discontinue the offering of Advanced Financial Services Functionality, and to decline to install new Financial Services Kiosks providing Advanced Financial Services Functionality in future installations, and to instead install Financial Services Kiosks not providing Advanced Financial Services Functionality.

3.4 Lessor Consents and Franchisee Participation . Cardtronics expressly acknowledges that certain of the Stores may be leased by 7-Eleven or its Affiliates or operated by 7-Eleven’s franchisees, or both. Any such Store existing on the Effective Date and not listed on Schedule B shall also be subject to the Exclusive Rights and terms and conditions set forth in Section 3.1 unless (i) in the case of a leased Store, the lessor has not consented, if necessary under the terms of the lease, to the installation and operation of a Financial Services Kiosk, and (ii) in the case of a franchised Store, the franchisee has not executed a franchisee amendment providing for the installation and operation of a Financial Services Kiosk in such Store, in a form reasonably acceptable to 7-Eleven (a “Franchisee Amendment”). 7-Eleven shall request, and shall use good faith efforts to obtain, such consents and Franchisee Amendments, but 7-Eleven’s failure to obtain any such consents or Franchisee Amendments despite such request and efforts shall not constitute a default under this Agreement. Nothing in this Section 3.4 shall require 7-Eleven to expend any out of pocket amounts, or incur any additional obligation or liability, for the purpose of securing a lessor consent or a Franchisee Amendment. Other than the lessor or franchisee consents, Cardtronics shall be responsible for obtaining any consents, licenses, permits or approvals necessary to install and operate Financial Services Kiosks and provide Financial Services, but Cardtronics shall have no obligation to obtain any of the consents, licenses, permits and approvals necessary to build, alter, occupy, use or operate the Stores.

3.5 Transition of ATM Services to Cardtronics . The Parties shall adhere to any procedures, schedules and requirements as may be mutually agreed in a transition plan executed by both parties describing the transition of the Financial Services to Cardtronics (the “Transition Plan”).

3.6 Installation of Financial Services Kiosks . Cardtronics shall minimize disturbances to Store operations during Cardtronics’ installation of any Financial Services Kiosks. Such installation shall not take place during any period of peak operation of the Store as reasonably designated by 7-Eleven by prior notice to Cardtronics. Cardtronics and 7-Eleven shall mutually agree on the schedule for installation, removal, or movement of any Financial Service Kiosk. Cardtronics and 7-Eleven shall work together to allow 7-Eleven adequate time to address communications, POP, advertising, etc. with respect to the applicable Functionality that exists on the Financial Service Kiosk in each location.

3.7 Store Commitment. 7-Eleven agrees that Cardtronics’ Exclusive Rights in this Agreement shall apply to at least [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] Stores during the Term (“Minimum Store Commitment”). In the event that due to any Store closing, or any sale of a Store to a purchaser who or which does not assume 7-Eleven’s obligations under this Agreement as applicable to such Store, there are not sufficient Stores available to Cardtronics to meet the Minimum Store Commitment in accordance with this Agreement during the period after the Effective Date and prior to termination of Cardtronics’ rights as to such Store under this Agreement, 7-Eleven shall pay Cardtronics the amount of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] per month for each Store below the Minimum Store Commitment which was not available to Cardtronics, for each full month from and after such reduction below the Minimum Store Commitment until the date on which sufficient Stores are available to meet the Minimum Store Commitment again, as liquidated damages for 7-Eleven’s failure to meet the Minimum Store Commitment. Further, the Southwest Convenience Store locations shall at all times count towards the Minimum Store Commitment and in the event that the Store count falls below [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] after the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] year of the Term, all locations once Cardtronics has declined to install a Financial Services Kiosk shall also count towards the Minimum Store Commitment. The Minimum Store commitment shall be reduced by one for each Store at which Cardtronic’s Exclusive Rights are terminated pursuant to this Agreement. Further, the Minimum Store Commitment shall be temporarily reduced for each Store subject to payments of liquidated damages under Section 3.9(b) .

3.8 Financial Services Kiosk Area . 7-Eleven shall designate the Financial Services Kiosk Area in each Store in its sole discretion, except that such location must be in the merchandising area and comply with the specifications as set forth on Schedule C . 7-Eleven hereby grants Cardtronics a limited license to use the Financial Services Kiosk Area solely to install and operate the Financial Services Kiosks, and exercise and perform its other rights and obligations under this Agreement, during (and as and solely to the extent contemplated by this Agreement, after) the Term and for no other purpose.

3.9 Remodeling Etc.

(a) If Remodeling is required (due to the type of kiosk, the type of required surround or any other Cardtronics requirements) for the installation of any Financial Services Kiosk in any Financial Services Kiosk Area, Cardtronics shall so notify 7-Eleven, and 7-Eleven shall, in coordination with Cardtronics, (a) prepare all necessary building and construction plans and specifications, (b) obtain all necessary permits, licenses and/or approvals and (c) complete the Remodeling. Cardtronics shall promptly reimburse 7-Eleven for all necessary out of pocket costs incurred by 7-Eleven in connection with Remodeling. 7-Eleven shall reasonably cooperate with

Cardtronics in regards to any necessary removals, moves or reinstallations of Financial Services Kiosks.

(b) If 7-Eleven or any of its franchisees remodels, reconstructs, improves, alters or relocates (“Updates”) any Financial Services Kiosk Area, or any Store location that will impact any Financial Services Kiosk Area, 7-Eleven shall so notify Cardtronics, and Cardtronics shall, in coordination with 7-Eleven, coordinate any necessary removals, moves, and/or reinstallations. In the event that 7-Eleven chooses to Update a substantial number of stores (more than [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] of the Stores) at the same time, and such remodeling is not due to circumstances beyond 7-Eleven’s reasonable control, and such Updates require the Stores to be closed for [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] or more consecutive days, then 7-Eleven, as Cardtronics sole and exclusive remedy, shall pay Cardtronics liquidated damages in the sum of $ [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] per Store per day.

(c) In all other events, the party either requesting or causing the necessity for a removal, move, and/or reinstallation shall bear the costs, including costs of removal, shipment and storage.

3.10 Store Closings . In the event that (a) 7-Eleven, in its sole discretion, permanently ceases retail operation of a Store, (b) an applicable law or regulation prevents, prohibits or materially restricts a Store from operating a Financial Services Kiosk or (c) a Franchisee Amendment terminates, then in each case 7-Eleven’s and Cardtronics’ obligations under this Agreement with regard to such Store shall terminate as of the date of such cessation of operation, date of effectiveness of the law or termination, as applicable. 7-Eleven shall provide Cardtronics with no fewer than ninety (90) days’ advance written notice of such cessation and shall notify Cardtronics in writing of any such termination within ten (10) days of its receipt of written notice thereof. Removal of the Financial Services Kiosk from the affected Store shall be made pursuant to Section 18.7 . Cardtronics shall provide 7-Eleven at least three (3) days written notice of the date it desires to remove the Financial Services Kiosk, and Cardtronics shall not commence removal without 7-Eleven’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any such Store closings shall not reduce the Minimum Store Commitment as set forth in Section 3.7 .

3.11 Security and Access to Stores . Cardtronics shall at all times substantially comply with 7-Eleven’s and 7-Eleven’s franchisees’ security and access policies as such may be in effect and are identified or provided in writing to Cardtronics from time to time at each Store, within a reasonable period of time (but in no event less than 30 days) after Cardtronics receives such written notice of such policies or change thereto. Cardtronics shall abide by all 7-Eleven and franchisee rules and regulations as such may be in effect from time to time and are identified or provided in writing to Cardtronics while on Store premises, including, but not limited to (a) safety, health and hazardous material management rules, (b) rules prohibiting misconduct on Store premises such as use of physical aggression against persons or property, harassment,

security and theft and (c) any other standards and procedures adhered to by employees of 7-Eleven and its Affiliates and their respective subcontractors. Each Party shall take all reasonable precautions to ensure safe working procedures and conditions during and in connection with such Party’s operations while on Store premises. Any Cardtronics employees or subcontractors who access Stores or other facilities of 7-Eleven or its vendors may be required to sign a separate access agreement prior to admittance to such facilities.

3.12 Content Requirements and Restrictions . Cardtronics shall at all time comply with the provisions set forth in Section 7.4 , and any additional requirements that may be set forth in Schedule E .

3.13 Network Agreements . Cardtronics has assumed certain interchange, financial network and similar agreements relating to the operation of the Financial Services Kiosks which were entered into by 7-Eleven prior to the date of this Agreement. All of the foregoing agreements are hereinafter collectively called “Network Agreements”. 7-Eleven agrees that it and its franchisees will perform any obligations identified in Schedule H which pertain solely to the operation or ownership of the Stores in such Network Agreements.

3.14 Networks . Cardtronics shall throughout the Term maintain participation in a broad enough range of national and/or regional EFT networks such that cards are accepted by the Financial Services Kiosk at a rate consistent with 7-Eleven’s historical experience.

3.15 Quarterly Meetings . The Parties shall engage in quarterly meetings as set forth in Schedule G .

4. Equipment.

4.1 Financial Services Kiosk Specifications . Cardtronics reserves the right to select the make and model of Financial Services Kiosks for installation or to hereafter substitute other makes and models Financial Service Kiosks installed in any Financial Services Kiosk Area, so long as any such substitute Financial Services Kiosk (a) has permitted functionality, (b) meets the specifications set forth in Schedule C , as may be amended from time to time to conform to legal requirements, or by mutual agreement, (c) does not place any additional burden on the Store’s structural or utility systems, including without limitation electrical and telephone systems, and (d) has a similar appearance in color and design that is comparable to the existing 7-Eleven ATM base. 7-Eleven shall provide or cause to be provided the Financial Services Kiosk Areas in the Stores in accordance with this Agreement. Cardtronics shall inform 7-Eleven of the vendor and model number (or other means of equipment identification) and space requirements for normal operation, maintenance and service of the Financial Services Kiosk, its immediate surrounds or fixtures, its signage required to be provided pursuant hereto and related equipment selected by Cardtronics prior to the commencement of installation of any Financial Services Kiosk. Notwithstanding the foregoing, or any other provision of this Agreement to the contrary, however, the Financial Services Kiosks and equipment purchased from 7-Eleven shall be deemed to comply with this Agreement in all respects, and for all purposes under this Agreement as of the Effective Date.

4.2 Periodic Replacement . Cardtronics shall replace Financial Services Kiosks as mutually determined necessary in the quarterly meeting with 7-Eleven described in Schedule G .

4.3 Standards; Warranties . Cardtronics represents and warrants that it shall perform all its obligations hereunder with promptness and diligence, and in a good and workmanlike manner and in accordance with industry standards for well managed financial services operations.

4.4 Removal of Money Order Functionality . 7-Eleven shall have caused to be executed a Task Order with NCR to remove all money order printers and other money order functionality equipment or software, and take such other steps as are needed to terminate money order functionality, from the Financial Services Kiosks offering such functionality as soon as reasonably possible, but in any event within one (1) year after the Effective Date. The costs associated with respect to the Task Order shall be the responsibility of 7-Eleven. 7-Eleven shall have no further responsibility with respect to the money order printers or the Financial Services Kiosks associated with the removal of money order functionality, and NCR shall be responsible for performing the Task Order. Any Down Time (as defined in Schedule D) of a Financial Services Kiosk caused by NCR in connection with the Task Order shall be excluded in calculating the “Availability” of said Financial Services Kiosk.

5. Maintenance of Financial Services Kiosks.

5.1 Cardtronics to Provide Maintenance . Cardtronics shall provide, or cause to be provided, at its own expense, maintenance of each Financial Services Kiosk. Cardtronics shall not unduly hinder the operations of the Stores while performing its maintenance duties. Cardtronics shall supply 7-Eleven with the name, address and telephone number of its subcontractors responsible for maintenance for purposes of identification. Cardtronics or its designated service agents or subcontractors shall have the right to enter a Store during such Store’s normal business hours to perform the maintenance required hereby.

5.2 Definition of Maintenance .

(a) Cardtronics . For purposes of this Agreement, the terms “maintain” and “maintenance” of Financial Services Kiosks shall include cleaning, repair (whether or not defects are covered by manufacturer’s warranties), parts installation, parts replacement and replenishment of the supply of Vault Cash (as that term is defined in Section 15.2 ), as well as all labor in connection with each of the foregoing. Cardtronics shall maintain adequate amounts of Vault Cash in each Financial Services Kiosk at all times. “Adequate amounts of Vault Cash” means that amount of cash required for each Financial Services Kiosk to satisfy customer withdrawals made between replenishments of cash by Cardtronics in conformance with the service levels set forth in Schedule D . Cardtronics shall be responsible for required data communications lines from the Financial Services Kiosk to the Store router or switch, and all telephone hook-up, data line and/or communications network charges.

(b) 7-Eleven . 7-Eleven shall maintain the Store space surrounding the Financial Services Kiosk Area in a reasonably neat and orderly condition and free of obstructions. 7-Eleven, at its sole expense, shall cause to be installed, maintained, and available for Cardtronics’ use from and after the Install Date, on a plug in basis, required data communication lines installed to the Store

router or switch, and electric lines necessary or appropriate for or in connection with the operation of the Financial Services Kiosks. The cost of all utilities shall be borne by 7-Eleven.

5.3 Failure to Maintain Financial Services Kiosks . Cardtronics agrees to be bound by the service level provisions set forth in Schedule D.

6. Personnel.

6.1 Qualifications of Cardtronics Employees and Subcontractors . Cardtronics agrees that the employees and subcontractors it assigns to perform any services relating to the Financial Services Kiosks in Stores (which may at Cardtronics’ option be Affiliates of Cardtronics) shall be personnel reasonably qualified for the services they are to perform.

6.2 Replacement of Cardtronics Employees and Subcontractor Employees . 7-Eleven shall give written notice to Cardtronics if 7-Eleven (i) reasonably determines that any of Cardtronics’ employee’s or subcontractor’s employee’s performance is materially deficient, or (ii) discovers that there have been material misrepresentations by or concerning the employee or subcontractor employee. Cardtronics shall then promptly investigate the situation and develop a plan to resolve any issues. If the issues are not resolved within a reasonable period (taking into account the harm or potential harm to 7-Eleven), then Cardtronics will replace the employee or subcontractor employee with a person satisfying the criteria set forth in Section 6.1 . Nothing in this provision shall be deemed to give 7-Eleven the right to require Cardtronics to terminate the employment of any of Cardtronics’ employees or subcontractor’s employees; rather, it is intended to give 7-Eleven only the right to require that Cardtronics or such subcontractor discontinue using an employee in the performance of the services relating to the Financial Services Kiosk Project.

7. Cardtronics Services.

7.1 Provision of Cardtronics Financial Services . Cardtronics shall provide the Financial Services at the Stores, subject to the terms and conditions contained in this Agreement (including without limitation the terms and conditions of Section 3.1 of this Agreement) and any applicable Schedules. Cardtronics shall provide and/or obtain all facilities, personnel and other resources as are necessary to provide the Cardtronics Services, the costs of which shall be borne by Cardtronics, except as otherwise expressly provided in this Agreement.

7.2 Financial Services Changes . After the Effective Date, the parties will meet quarterly to discuss potential new product and/or service opportunities as Advanced Financial Services Functionality. Cardtronics shall have no right to add new products or services to the Financial Services Kiosks without 7-Eleven’s prior written consent, which may be withheld in 7-Eleven’s sole discretion. However, Cardtronics shall have the right to (i) discontinue or materially reduce any Financial Services on the Financial Services Kiosks deployed in the Stores, or (ii) materially modify or enhance any Financial Services on the Financial Services Kiosks deployed in the Stores (collectively “Financial Services Changes”), all in its good faith business judgment, and in each case without the prior written consent of 7-Eleven. 7-Eleven shall have no obligation to share in any development or implementation costs relating to any Financial Services Change proposed by Cardtronics. Cardtronics may not implement any changes involving any Alternative Revenue Streams (or “ARS”) as described in Schedule E without 7-Eleven’s prior written approval which approval shall be in 7-Eleven’s sole discretion, except as may be otherwise provided in Schedule E with respect to adding BINs on existing agreements.

7.3 Use of Subcontractors . Subject to Section 6 and all other terms of this Agreement, Cardtronics may delegate or subcontract any of its obligations under this Agreement without the prior consent of 7-Eleven; provided however, that Cardtronics may not delegate or subcontract any of its obligations hereunder to a Competitor of 7-Eleven without 7-Eleven’s prior written consent. With respect to any obligations of Cardtronics under this Agreement performed by subcontractors, Cardtronics will remain responsible for such obligations to the same extent Cardtronics would be responsible for Cardtronics’ employees. Cardtronics will not disclose to any subcontractor any 7-Eleven Confidential Information unless and until such subcontractor has agreed in writing to protect the confidentiality of such information in a manner that is equivalent to that required of Cardtronics hereunder.

7.4 Cardtronics Service Warranty . Cardtronics represents and warrants to 7-Eleven that Cardtronics’ respective Marks, Financial Services Kiosk screens and all marketing materials shall not (a) contain or permit to appear any defamatory or libelous material or material that discloses private or personal matters concerning any person, without such person’s consent, (b) contain or permit to appear any messages, data, images or programs that are illegal (including Internet gambling), contain nudity or sexually explicit content or are obscene or pornographic (c) contain or permit to appear any messages, data, images or programs that would violate the intellectual property rights of others, including, but not limited to, unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, or trademarks or service marks used in an infringing fashion. In the event Cardtronics breaches any of its warranties hereunder, 7-Eleven may require Cardtronics to immediately remove any or all noncompliant Cardtronics screens from the Financial Services Kiosk, at 7-Eleven’s sole discretion, until Cardtronics adequately demonstrates to 7-Eleven that Cardtronics is in full compliance with the warranties set forth herein. Notwithstanding the foregoing, in any event, Cardtronics’ failure to remedy the breach after notice as provided in this Agreement shall be deemed a material breach of this Agreement. Cardtronics acknowledges and agrees that, as between Cardtronics and 7-Eleven, Cardtronics will be solely responsible for any claims or other losses associated with or resulting from the Financial Services, including, without limitation, any warranty, return or support obligations related to the Financial Services or any regulatory, statutory, or legal compliance or non-compliance issues related to the Financial Services. Cardtronics shall provide 7-Eleven with the name and contact information of an individual who

will act as a point of contact between 7-Eleven and Cardtronics on all customer service issues, and Cardtronics will update such information from time to time as necessary.

7.5 Cardtronics Renegotiations . Cardtronics may renegotiate the terms of any Cardtronics third party service provider agreement to change maintenance services provided by such third party in connection with the Financial Services Kiosk Project as of the Effective Date, without the requirement of prior written consent of 7-Eleven, provided that Cardtronics remains in compliance with the standards set forth in this Agreement.

8. Payments and Consideration.

8.1 Cardtronics Transaction Fees . In consideration for the rights granted to it under the Agreement, Cardtronics shall pay 7-Eleven the transaction fees (the “Transaction Fees”) in accordance with Schedule E and the Alternate Revenue Stream payments in accordance with Schedule E-1 .

9. Intellectual Property and Software.

9.1 General Knowledge of Parties . Subject to the confidentiality obligations contained herein, nothing contained in this Agreement shall prevent or preclude a Party from utilizing the general knowledge, skill or experience acquired by the Party in the course of performing its obligations under this Agreement.

9.2 Third Party Notices . If a Party receives a notice of infringement, request for disclosure, subpoena or other inquiry with respect to the other Party’s Intellectual Property Rights or Confidential Information, it shall, as soon as practical, notify the other Party in writing. The Party receiving the third party notice shall not respond to such notices, requests, subpoenas or inquiry without first so notifying the other Party in writing.

9.3 Trademark Licenses .

(a) Cardtronics hereby grants to 7-Eleven a non-exclusive, non-transferable (except as set forth in Section 19.3 ), royalty-free license, during the Term, to use, display, distribute, perform and publish any trademarks, trade names, service marks and logos that may be delivered by Cardtronics to 7-Eleven or otherwise authorized by Cardtronics for use by 7-Eleven (the “Cardtronics Marks”) for purposes related to this Agreement. Any use of the Cardtronics Marks by 7-Eleven must be approved in advance in writing by Cardtronics and must also comply with this Agreement and the then-most recent written usage guidelines, if any, that are delivered to 7-Eleven by Cardtronics. Whenever 7-Eleven makes use of any Cardtronics Marks, 7-Eleven shall apply an appropriate legend (where reasonable) acknowledging that such Cardtronics Marks are the property of Cardtronics.

(b) 7-Eleven hereby grants to Cardtronics a non-exclusive, non-transferable, royalty-free license (with sublicensing rights to Branding Partners as provided for in Section 11.2 ), during the Term, to use, display, distribute, perform and publish any trademarks, trade names, service marks and logos that may be delivered by 7-Eleven to Cardtronics or otherwise authorized by 7-Eleven for use by Cardtronics (the “7-Eleven Marks”) but only at the Stores and only for purposes related to this Agreement. Any use of 7-Eleven Marks by Cardtronics must be

approved in advance in writing by 7-Eleven and must also comply with this Agreement and the then-most recent written usage guidelines, if any, that are delivered to Cardtronics by 7-Eleven. Whenever Cardtronics makes use of any 7-Eleven Marks, Cardtronics shall apply an appropriate legend (where reasonable) acknowledging that such 7-Eleven Marks are the property of 7-Eleven.

(c) Each of 7-Eleven and Cardtronics represent and warrant to the other that its respective Marks, internet sites and marketing materials relating to the Financial Services Kiosk Project shall not contain or permit to appear (a) any defamatory or libelous material or material that discloses private or personal matters concerning any person, without such person’s consent, (b) any messages, data, images or programs that are illegal (including internet gambling), contain nudity or sexually explicit content or content that is obscene or pornographic or (c) any messages, data, images or programs that would violate the Intellectual Property Rights of others, including, but not limited to, unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, or trademarks or service marks used in an infringing fashion.

(d) Cardtronics acknowledges that the 7-Eleven Marks are a symbol of 7-Eleven’s goodwill. Cardtronics agrees that it shall not use, register or attempt to register in the Territory, or any other location world wide, any trademark, trade name, service mark, domain name or company name that contains the word or letters “7-Eleven,” “Seven Eleven,” or “7-11” or that would cause a likelihood of confusion with the 7-Eleven Marks.

(e) 7-Eleven acknowledges that the Cardtronics Marks are a symbol of Cardtronics’ goodwill. 7-Eleven agrees that it shall not use, register or attempt to register in the Territory, or any other location world wide, trademark, trade name, service mark, domain name or company name that contains the word or letters (e.g. “Cardtronics”) or that would cause a likelihood of confusion with the Cardtronics Marks.

(f) The Financial Services Kiosks may be primarily branded with a trade name subject to 7-Eleven written approval. Cardtronics may (i) brand the Financial Services Kiosks located outside the Stores using a different mark in its discretion; (ii) place other service providers’ brands, logos and marks on the Financial Services Kiosks located inside or outside the Stores; and (iii) place the brands, logos or marks of other significant Financial Services Kiosk Project suppliers on Financial Services Kiosk monitors or other physical parts of the Financial Services Kiosks located inside or outside the Stores; provided, for each of the foregoing, the placement of additional brands or logos on the Financial Services Kiosks shall be selected and approved jointly by the Parties. Notwithstanding the foregoing, in no event shall any brands or logos of Competitors of 7-Eleven appear on the Financial Services Kiosks whether on the exterior surrounds, screens, or receipts or coupons.

(g) Nothing contained in this Agreement shall give either Party any right, title or interest in or to any Intellectual Property Rights of the other Party, except for the limited rights expressly granted hereunder.

10. Confidentiality and Information Security.

10.1 Confidential Information . Each Party (the “Receiving Party”) acknowledges the claim of the other Party (the “Disclosing Party”) that the Receiving Party possesses and shall continue to possess information that has been developed or received by the Disclosing Party, has commercial value in the Disclosing Party’s business or that of its customers and is not in the public domain. “Confidential Information” of Cardtronics shall mean (a) all materials of Cardtronics or its Affiliates, or their respective subcontractors, clearly marked as “Confidential,” and (b) Customer Data with respect to Cardtronics Services. “Confidential Information” of 7-Eleven shall mean all materials of 7-Eleven or its Affiliates or franchisees, or their respective subcontractors, clearly marked “Confidential” and/or all other information of 7-Eleven or its Affiliates or franchisees or their respective agents and subcontractors, including information regarding the operations, facilities and consumer markets of such parties, all as provided to or obtained by Cardtronics from such parties, including all media containing any such information (whether on paper, diskette, CD/ROM, or otherwise) subject to the exceptions in Section10.3 .

10.2 7-Eleven agrees that operating data (including without limitation transaction volumes, pricing, and historical trends) related to the Financial Services Kiosks at 7-Eleven locations (“7-Eleven Operating Data”) may be used by Cardtronics solely as set forth in this paragraph. Cardtronics may aggregate (with other operating data) and de-identify 7-Eleven Operating Data so that it cannot be related to or otherwise identified with 7-Eleven (“De-identified Data”) and may use such De-identified Data for its business purposes. More specifically, Cardtronics will ensure that the De-identified Data does not include any individual Store identifiers, addresses, zip codes, DMA information, IP addresses, and any other information that can be used to identify a Store or 7-Eleven. Except as otherwise set forth in this Section, Client will not permit any 7-Eleven Operating Data, in whole or in part, or a copy thereof to pass into the possession of any Competitor. Provided, however, for the purposes of raising funds or communications and or presentations with respect to potential investors or the investment community, Cardtronics shall be able to identify 7-Eleven as the source of De-identified Data so long as such data does not include any individual Store identifiers, addresses, zip codes, DMA information, IP addresses, and any other information that can be used to identify a particular Store or DMA. Cardtronics agrees that it shall not permit any Competitor to attempt, directly or indirectly, to re-identify the De-identified Data.

10.3 Exceptions . The confidentiality obligations of the Parties regarding the Confidential Information of the other set forth below shall not apply to any material or information that (a) is or becomes a part of the public domain through no act or omission by the Receiving Party, (b) is independently developed by the Receiving Party without use or reference to the Confidential Information of the Disclosing Party, (c) is disclosed to the Receiving Party by a third party that, to the Receiving Party’s knowledge, was not bound by a confidentiality obligation to the Disclosing Party, (d) is required by law (including disclosure necessary or appropriate in filings with the U.S. Securities Exchange Commission) or generally accepted accounting principles, or (e) is demanded by a valid order by a court or other governmental body, as required by law; provided, however, that except to the extent such order results in such Confidential Information becoming part of the public domain, the confidentiality obligations of the Parties shall continue to apply to such Confidential Information. Each Receiving Party agrees to notify the Disclosing Party promptly of the receipt of any such order and to promptly provide the Disclosing Party

with a copy of such order. If a Receiving Party is required to disclose Confidential Information in response to a valid order by a court or other governmental body, as required by law, the Receiving Party may disclose such Confidential Information only to the extent legally compelled. The Receiving Party shall give the Disclosing Party an opportunity to oppose any such order and to seek a protective order that protects the Confidential Information at issue before the Receiving Party complies with any such court or governmental order.

10.4 Obligations . Subject to Section 10.7 , each Receiving Party shall keep confidential the Disclosing Party’s Confidential Information; provided, however, that a Receiving Party may disclose such information of the Disclosing Party to persons performing services relating to the Financial Services Kiosk Project where (a) such disclosure is necessary to perform the Receiving Party’s obligations hereunder or otherwise authorized by this Agreement and (b) such persons agree in writing to assume the confidentiality obligations contained herein or are otherwise obligated to maintain the confidentiality of such information on terms substantially similar to the terms of this Section 10 . Furthermore, no Receiving Party may (a) make any use or copies of the Disclosing Party’s Confidential Information except in performing under this Agreement, (b) acquire any right in or assert any lien against the Disclosing Party’s Confidential Information, or (c) refuse for any reason (including a default or breach of this Agreement by the Disclosing Party) to promptly provide the other’s Confidential Information (including copies thereof) to the other if requested to do so.

10.5 Disclosure . In the event of any Party becoming aware of any unauthorized disclosure or loss of, or inability to account for, any of the other’s Confidential Information, such Party shall notify the other Party as soon as reasonably practicable under the circumstances.

10.6 Return .

(a) 7-Eleven shall transfer possession of all Confidential Information of Cardtronics (including all existing copies thereof) to Cardtronics upon the termination of this Agreement, whether or not due to a breach by Cardtronics, or, if 7-Eleven so elects in writing, such materials shall be erased or destroyed from files maintained by 7-Eleven and 7-Eleven shall certify in writing to Cardtronics that the same has been erased or destroyed.

(b) Cardtronics shall transfer possession of all Confidential Information of 7-Eleven (including all existing copies thereof) to 7-Eleven upon the termination of this Agreement whether or not due to a breach by 7-Eleven, or, if Cardtronics so elects in writing, such materials shall be erased or destroyed from files maintained by Cardtronics and Cardtronics shall certify in writing to 7-Eleven that the same has been erased or destroyed.

10.7 Information and System Security . Cardtronics hereby assumes responsibility for maintaining the security and integrity of the Financial Services Kiosks, but shall not have responsibility for maintaining the security and integrity of the Stores, or the merchandise or other assets or employees of 7-Eleven or its franchisees. Subject as aforesaid, Cardtronics shall develop and implement a comprehensive security program for the Financial Services Kiosks in order to comply with Cardtronics’ security and privacy obligations hereunder. As a part of such security program, to the extent commercially reasonable, Cardtronics shall conduct the regular application of Cardtronics Software upgrades as necessary to reduce or limit vulnerabilities to

Viruses and the implementation of vendor recommended security features available on each Cardtronics Service. In the event that Cardtronics is utilizing any aspect of a 7-Eleven network or telecommunications lines, Cardtronics shall comply with any security obligations in respect of Cardtronics’ use of such lines set forth in any Network Agreement that may exist between 7-Eleven and Cardtronics.

10.8 No Other Rights . Nothing contained in this Section 10 shall be construed as granting to or conferring on a Party, expressly or implicitly, any rights or license to the Confidential Information of the other Party.

10.9 Injunctive Relief . The Parties acknowledge and agree that a breach of Sections 10 or 11 will give rise to irreparable injury that is not adequately compensable in damages. Accordingly, either Party may seek injunctive relief against the breach or threatened breach of Sections 9 or 10 in addition to any such legal and equitable remedies available.

10.10 Business Continuity . Cardtronics shall be responsible for implementing and keeping current disaster recovery and business continuity plans that reasonably anticipate events or disasters of varying types affecting the delivery of the Cardtronics or 7-Eleven Services. Such plans shall be subject to 7-Eleven’s approval. Cardtronics will provide 7-Eleven written notice as to any material change in Cardtronics’ disaster recovery and business continuity plan. Any amendments or updates thereto are also subject to 7-Eleven’s approval under this Agreement. 7-Eleven shall further have the right to audit Cardtronics’ disaster recovery and business continuity plans and operations in accordance with Section 17 , at 7-Eleven’s sole cost and expense. Cardtronics shall provide for secure back-up of all data provided by 7-Eleven and for all processed data hereunder in accordance with commercially reasonable standards. 7-Eleven’s approvals under this Section 10.10 shall not be unreasonably withheld, conditioned or delayed.

10.11 System Compromise. If Cardtronics discovers that an unauthorized use, violation, compromise or breach of security (electronic or physical) involving or related to any Cardtronics Customer Data or the Financial Services Kiosks or the network has occurred, whether the incident originates within Cardtronics or externally (“Security Incident”), Cardtronics will (a) as soon as reasonably possible, but in any event within twelve (12) hours after discovery notify both the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] (with written e-mail or facsimile confirmation); (b) use continuous, commercially reasonable efforts to correct the problem within that period, or, if that is not feasible, within a reasonable time period as determined by 7-Eleven; (c) provide 7-Eleven with interim and final written reports as 7-Eleven requires; (d) document the security incident in a detailed incident response log; and (e) cooperate with 7-Eleven in drafting any public statements and obtain 7-Eleven’s prior approval of any public statements related to such breach before releasing or making such statements. In the event of any Security Incident, 7-Eleven, at its option, may immediately conduct a security assessment and/or audit in accordance with Section 17 .

11. Advertising and Marketing

11.1 Financial Services Kiosk Signage . 7-Eleven owns and shall maintain in good condition at all times all signage at a Store of any kind, and whether on interior or exterior walls, windows or doors (“Store Signage”) other than signage which is attached to and part of the Financial Services Kiosk (“Kiosk Signage”), related to each Financial Services Kiosk, including without limitation, any exterior, back-lit sign (a “Can Sign”) for such a Financial Services Kiosk, noting the existence of the Financial Services Kiosk therein. The particular site, content and placement of all Store Signage shall be reasonably determined by 7-Eleven, subject to any necessary consent from 7-Eleven’s lessors and franchisees (which consents 7-Eleven shall use good faith efforts to obtain). 7-Eleven shall designate a unique, uniform Can Sign indicating the availability of Financial Services within Stores, and Cardtronics shall provide each Store with such a Can Sign, and shall install it at Cardtronics’ expense which shall not exceed an average of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] per such Store; provided however, if the costs of the Can Signs at any point exceed the average of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] per such Store and Cardtronics elects not to purchase any further Can Signs, 7-Eleven shall not be required to provide and maintain a Can Sign with respect to any such location. 7-Eleven shall then maintain and exclusively own any such Can Sign. Cardtronics shall own and maintain in good condition at all times all Kiosk Signage, at Cardtronics’ expense. Nothing contained herein shall require, however, that 7-Eleven or Cardtronics alter any signage (except for maintenance purposes) currently existing at any Store. 7-Eleven shall ensure that all Store Signage (including without limitation all Can Signs) complies with applicable local, state and federal rules, regulations and /or ordinances, and remains in compliance after the date of this Agreement. Cardtronics shall ensure that all Kiosk Signage complies with applicable local, state and federal rules, regulations and/or ordinances, including applicable customer notices regarding Transaction fees and surcharges after the date of this Agreement.

11.2 Marketing Coordination . Although both Parties are free to advertise the Financial Services Kiosks’ availability in the manner provided in this Section 11 , the Parties shall make commercially reasonable efforts to coordinate their marketing efforts in order to maximize customer usage of the Financial Services Kiosks.

(a) Cardtronics and/or Branding Partners in connection with Cardtronics’ Financial Services business may, at its expense, advertise the existence and location of the Financial Services Kiosks within each Store and the services offered thereby in such media and in such a manner as to effectively promote the Financial Services Kiosk Project. Such advertising may identify the location of the Store and may feature the name “7-Eleven,” along with the following: “7-Eleven is a registered trademark of 7-Eleven Inc., all rights reserved”. 7-Eleven grants to Cardtronics and/or Branding Partners a limited non-exclusive non-transferable royalty-free license to use the 7-Eleven Marks solely in accordance with 7-Eleven trademark usage guidelines (a copy of which will be provided to Cardtronics upon request). Any other advertising or promotion using the 7-Eleven Marks shall be subject to the prior express written consent of 7-Eleven, which shall not be unreasonably withheld, conditioned or delayed. With the exception of the 7-Eleven

Marks, any promotion, advertising or publicity developed solely by Cardtronics shall be the property of and belong exclusively to Cardtronics. All promotion, advertising or publicity of the Financial Services Kiosks by a Party (or such Branding Partners) shall be subject to the approval of the other Party, which shall not be unreasonably withheld, conditioned or delayed. Except as otherwise expressly allowed or required by this Agreement, Cardtronics and such Branding Partners shall not have any right to conduct promotion, advertising or publicity in Stores, or place any signage in Stores, without the prior written consent of 7-Eleven, which shall not be unreasonably withheld, conditioned or delayed. Cardtronics shall not be required to spend any specific amount toward advertising and promotion of the Financial Services Kiosks. For the avoidance of doubt, Cardtronics is permitted to refer to the address of each Financial Services Kiosk in advertisements, and in listings of Financial Services Kiosk locations in brochures and on Cardtronics’ web site, together with a descriptive identifier relating to the location, however, Cardtronics understands and agrees that it does not have the authority to otherwise use any logo, trademark, or other identifying mark of 7-Eleven without the prior consent of as set forth in this Section 11.2(a) except as provided herein.

(b) 7-Eleven shall have the right to advertise the existence of the Financial Services Kiosks at its Stores. 7-Eleven may incorporate the Financial Services Kiosk Project in 7-Eleven’s traditional regional advertising and/or national advertising as 7-Eleven deems appropriate in its sole discretion. 7-Eleven may use the Cardtronics Marks in advertising and promoting the Financial Services Kiosk Project, provided that such advertising shall be restricted to the promotion of the Financial Services Kiosk Project and (notwithstanding any provision of this Agreement to the contrary) any such advertising or promotion using the Cardtronics Marks shall be subject to the prior express written consent of Cardtronics, which shall not be unreasonably withheld, conditioned or delayed. Any promotion, advertising or publicity developed solely by 7-Eleven shall be the property of and belong exclusively to 7-Eleven. 7-Eleven shall not be required to spend any specific amount toward advertising and promotion of the Financial Services Kiosks. Cardtronics shall use reasonable efforts to procure for 7-Eleven all trademark licenses and other rights from Cardtronics Service vendors or other third parties that 7-Eleven may need or request in order to promote, advertise and/or publicize the Financial Services Kiosk Project as well as the Cardtronics Services offered on Financial Services Kiosks in the Stores, if such licenses and other rights can be obtained on commercially reasonable terms.

12. POS Non-Exclusivity and Non-Solicitation.

12.1 No Point of Sale Exclusivity . Notwithstanding anything to the contrary herein, 7-Eleven and its subcontractors shall have the right to install and operate within any Store any point of sale or similar devices for the sale of money orders, or for the accessing of bank accounts, credit cards, debit cards or government benefits in payment of a then current sale of goods sold or service rendered by 7-Eleven in the normal course of its convenience store business or for Cash-Back. Cash-Back shall in no event exceed [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] per transaction, and in no event shall such amount increase in the first year after the Effective Date. 7-Eleven shall notify Cardtronics of any increase in the Cash Back amount and shall provide the competitive rationale for such increase. In addition, 7-Eleven can offer Advanced Financial Services Functionality (as defined on the Effective Date) in part or in whole over the counter in Stores

where the Financial Services Kiosk does not offer the applicable functionality. If Cardtronics desires to install the Advanced Financial Services Functionality at issue on a Financial Services Kiosk in any of these Stores in which it retains Exclusive Rights it shall provide 7-Eleven ninety (90) days written notice and 7-Eleven shall cease such over the counter sales of the applicable Advanced Financial Services Functionality provided that Cardtronics makes such functionality available in the ninety (90) day period. 7-Eleven and its subcontractors shall also have the right to install and operate within any Store any other type of kiosk offering any type of service that does not compete with any of the Financial Services offered on the Financial Services Kiosks located in the Stores.

12.2 Right to Hire Employees of the Other Party . Neither Party shall have the right to solicit the employment of or employ the employees of the other Party with whom they come in contact in connection with the Financial Services Kiosk Project until one year after termination of this Agreement; provided, however, that the restrictions set forth in this Section shall not prohibit any Party from advertising employment opportunities in publications of wide circulation and from hiring any employee of the other Party who responds to such advertisements.

13. Contract and Project Management.

13.1 Contract Executives . Each Party shall designate a Contract Executive (herein so called) to be responsible for arranging all meetings, visits and consultations between the Parties relating to the performance of this Agreement. The Contract Executives shall also oversee all administrative matters relating to this Agreement, including invoices, payments and amendments; provided however, that each Contract Executive is authorized only to discharge his or her respective Party’s obligations set forth herein. The following individuals are hereby designated by 7-Eleven and Cardtronics, respectively, to be their respective Contract Executives:


7-Eleven Contract Executive:		Kevin Elliott

Cardtronics Contract Executive:		Michael H. Clinard

Each Party may designate a new Contract Executive from time to time by providing notice to the other Party of such designation.

13.2 Periodic Reports . Cardtronics shall provide 7-Eleven with the written reports described in Schedule F, and at the intervals and in the format(s) described in Schedule F.

13.3 Periodic Meetings . Cardtronics or 7-Eleven may reasonably request of the other Party that the Parties schedule and hold at reasonable intervals:

(a) meetings of the Contract Executives of the Parties to determine the priorities for maintenance of the Financial Services Kiosks and the development of new Financial Services;

(b) meetings of 7-Eleven and Cardtronics management representatives to review their respective performance reports and to discuss planned or anticipated activities and changes that might affect performance and such other matters as appropriate;

(c) meetings of the senior management of the Parties to review relevant contract and performance issues, which meeting shall occur at least annually; and

(d) meetings of other 7-Eleven and Cardtronics personnel, as reasonably necessary to provide information regarding each Party’s performance under the Agreement.

Any of the meetings referred to herein may, at either Party’s option, be held by telephone conference call. All such meetings shall have a published agenda issued sufficiently in advance of the meeting to allow meeting participants a reasonable opportunity to prepare for the meeting. The agenda for, as well as minutes of each such meeting shall be the responsibility of the Party calling the meeting.

13.4 Project Management . Cardtronics shall provide Financial Services Kiosk Project management as the overall project integrator (to the extent necessary), including but not limited to hardware, surround, network and software integration, installation coordination and marketing. 7-Eleven, as an independent contractor, shall reasonably support the development and implementation of the Financial Services on the Financial Services Kiosks. Cardtronics shall establish and maintain project-wide processes for consolidated issue tracking change control, scheduling, documentation control and signoff control as necessary.

14. Regulatory Compliance.

7-Eleven shall maintain each Financial Services Kiosk Area and Accessway in compliance with all applicable laws, codes, ordinances, rules and regulations (including without limitation the Americans with Disabilities Act and all related laws, ordinances and regulations, whether federal, state and local) (“Applicable Laws”) throughout the term of this Agreement. Cardtronics shall, at its sole cost and expense, ensure that the operation and security of each Financial Services Kiosk and Cardtronics Software and all Cardtronics Services are in compliance with all Applicable Laws, throughout the term of this Agreement. Each Party shall give the other Party timely notice of any non-compliance under the terms of this provision of which it becomes aware, whether the Party becomes aware of such non-compliance from a governmental or third-party allegation or otherwise. As a part of each Party’s regulatory compliance obligations hereunder, Cardtronics shall timely undertake any changes relating to the Financial Services Kiosks, Cardtronics Services, and Cardtronics Software as may be required by Applicable Laws; and 7-Eleven shall timely undertake any changes relating to the Financial Services Kiosk Areas and Accessways as may be required by Applicable Laws. Each Party shall cooperate with the other Party in making any changes required under this provision. Each Party shall indemnify, protect, defend, pay and hold harmless the other Party, its Affiliates and their respective directors, officers, employees, agents, partners and assigns from and against any and all amounts, demands, claims, suits, causes of action, liabilities, costs, expenses, damages, settlements and judgments (including, without limitation, all claim losses) relating to a breach of that Party’s duties undertaken in this provision and the underlying non-compliance with any Applicable Laws, or a claim by a government or private party of such non-compliance. In addition, 7-Eleven shall indemnify, protect, defend, pay and hold harmless Cardtonics, its Affiliates and their respective directors, officers, employees, agents, partners and assigns from and against any and all amounts, demands, claims, suits, causes of action, liabilities, costs, expenses, damages, settlements and judgments (including, without limitation, all claim losses)

relating to a third party claim against Cardtronics based upon non-compliance by a Store with any Applicable Laws (but excluding any claims to the extent arising in whole or in part from the Financial Services or the Financial Services Kiosk). Each party shall provide to the other Party evidence that the Party has complied with such regulatory requirement or law within 30 days (or where compliance cannot be achieved with reasonable diligence within 30 days, such longer period as may be reasonably necessary to achieve compliance, provided that efforts to comply begin within said 30 day period and are continued to completion with reasonable diligence), from the date of receipt of the notice of non-compliance or alleged non-compliance from the Other Party. In the event a Party fails to provide the other Party with evidence of compliance satisfactory to that Party within such applicable period, then such Party shall be deemed to be in material breach of this Agreement.

15. Title; Risk of Loss; Taxes

15.1 Ownership of Financial Services Kiosks . Each Financial Services Kiosk shall remain the property of Cardtronics or any third party from whom Cardtronics leases such Financial Services Kiosk. Cardtronics shall bear the entire risk of loss to the Financial Services Kiosk or damage done to it, whether caused by fire, the elements, unavoidable accident or other damage or casualty. If damage to the Store is caused by the Financial Services Kiosk, or by Cardtronics’ negligence or intentional misconduct, then Cardtronics shall reimburse 7-Eleven for any cost or expenses incurred by 7-Eleven, its Affiliates or franchisees or their respective subcontractors as a result of such damage.

15.2 Financial Services Kiosk Vault Cash .

(a) Except as hereinafter otherwise provided, Cardtronics shall be responsible for and shall bear the entire risk of loss associated with Vault Cash in each Financial Services Kiosk. Cardtronics waives any right of subrogation it may have against 7-Eleven, its Affiliates and franchisees and their respective directors, officers, employees, agents, partners and assigns for any loss or destruction of the Financial Services Kiosk Vault Cash. As noted in Section 5.2 , Cardtronics is responsible for loading cash into all of the ATMs covered hereunder. In order to fulfill this obligation, Cardtronics has (or will) enter into one or more agreements with one or more banks (herein the “Cash Provider”) to provide such Vault Cash. 7-Eleven expressly acknowledges that all Vault Cash placed into any of the Financial Services Kiosks covered by this Agreement is and, at all times prior to being dispensed to a customer through a valid cash withdrawal shall, remain the property of the Cash Provider. Additionally, any cash inserted or placed into any Financial Services Kiosk by a customer in connection with any Advanced Financial Services Functionality shall also be considered “Vault Cash”. Neither 7-Eleven, nor any of its creditors shall have any lien, security interest, right of offset or any other right in or to the Vault Cash. If requested by the Cash Provider to execute a separate document (a “Lien Waiver”) acknowledging Cash Provider’s ownership of any and all Vault Cash placed into the Financial Services Kiosks, 7-Eleven agrees to do so within three (3) business days of receipt of such request.

(b) 7-Eleven and Cardtronics agree to provide reasonable assistance and cooperation to each other upon request relative to any claim with respect to a Vault Cash Loss. Cardtronics agrees at all times to exercise reasonable care in order to discover and investigate any Vault Cash Loss. As

set forth below, upon discovering a Vault Cash Loss, Cardtronics agrees to furnish to NCR or Cardtronics’ other current maintenance provider (the “Maintenance Provider”) and 7-Eleven reasonably satisfactory proof of such loss upon request. The accepting of such information shall not be an admission of liability on behalf of 7-Eleven. Each Party agrees, upon request of the other, to make available during regular business hours its books, records and accounts which relate to the alleged loss, and each Party will provide reasonable cooperation to the other upon request in the investigation of such loss, including, but not limited to, sharing all information in its possession concerning the loss and the circumstances surrounding the same. The Parties further agree to provide reasonable cooperation and make all such records available to the Maintenance Provider with respect to any such investigation upon request. The parties further agree to provide reasonable cooperation to Cardtronics’ current armored courier in any such investigation upon request. Nothing in this Section 15.2 is intended or shall be construed to require Cardtronics to provide any information or documentation to 7-Eleven, the Maintenance Provider, or anyone else, if such information is available only from the Financial Services Kiosk if the Financial Services Kiosk has been stolen or destroyed, or has been damaged to such extent as to make such information unavailable.

(c) Given the necessity for the prompt investigation of any claim relating to an alleged Vault Cash Loss, Cardtronics agrees that it must present any loss claim to both the Maintenance Provider and 7-Eleven in writing within a reasonable time following the discovery of the Vault Cash Loss by Cardtronics. 7-Eleven hereby agrees that Cardtronics’ failure to give such notice shall not relieve 7-Eleven of its obligations hereunder except to the extent the failure materially prejudices 7-Eleven’s ability to investigate or prosecute the claim. Such claim must be delivered by express mail, same-day or overnight courier.

(d) If a claimed loss is a Vault Cash Loss, specific types of supporting documentation are necessary for the Maintenance Provider and/or 7-Eleven to process and investigate the claim. Satisfactory proof of a Vault Cash Loss includes, at a minimum, the following records:

Financial Services Kiosk settlement documentation and settlement receipts (network and Financial Services Kiosk unit counters) for the settlement period during which the loss occurred together with the settlement report(s) for the previous and following settlement periods.

Copies of Cardtronics’ Financial Services Kiosk network reports indicating the Financial Services Kiosk’s beginning, ending and dispensed totals for the settlement period during which the loss occurred.

Copies of the Financial Services Kiosk call log history for the settlement period during which the loss occurred, indicating any Financial Services Kiosk status messages and suspect transactions.

Copies of the electronic journal record for the settlement period during which the loss occurred.

Detailed documentation to support Cardtronics’ calculation of the claimed loss.

The provisions of this Section govern 7-Eleven’s liability for any claim of lost, missing or stolen

Vault Cash and other valuables (but excluding the Financial Services Kiosk itself) associated with a Financial Services Kiosk and, with respect to such losses, supersede any inconsistent provision in this Agreement. In no event (i) will 7-Eleven be responsible for the amount of the Vault Cash taken by any of its or its franchisee’s employees or agents with respect to each Financial Services Kiosk that is involved in the incident and in a Store unless such employee or agent of 7-Eleven or of its franchisee is determined by criminal conviction, or a final civil judgment (excluding all default judgments except default judgments against 7-Eleven in which 7-Eleven received adequate notice and service of process) issued by a state or federal court, or clear and convincing evidence to have directly caused a Vault Cash Loss through his or her gross negligence, intentional act or omission, or criminal act; and (ii) shall 7-Eleven’s liability exceed the Vault Cash Loss Liability Limit (per Vault Cash Loss). Cardtronics will cause 7-Eleven to be notified in writing of the institution by Cardtronics of any civil suit against a 7-Eleven or franchisee employee alleging the occurrence of an event which Cardtronics believes may constitute a Vault Cash loss hereunder, promptly after such suit is filed. Upon payment of any loss hereunder, 7-Eleven shall be subrogated to all of Cardtronics’ rights and remedies therefore, but only after Cardtronics is fully reimbursed for its loss. OTHER THAN AS SPECIFIED IN THIS SECTION, IN NO EVENT WILL 7-ELEVEN BE LIABLE FOR ANY LOSS OF SUCH VAULT CASH OR VALUABLES FROM BURGLARY, ROBBERY, FIRE, FLOOD OR OTHER EXTERNAL CAUSE.

15.3 Taxes . Cardtronics shall be responsible for the collection and payment to the applicable taxing authority of any Taxes. Cardtronics agrees to indemnify, protect, defend, pay and hold harmless 7-Eleven, its Affiliates and franchisees and their respective directors officers, employees, agents, partners and assigns from and against any and all such Taxes. Notwithstanding the foregoing, the provisions of this Section 15.3 shall be inapplicable as to Taxes which are the responsibility of 7-Eleven under the Purchase Agreement.

16. Insurance and Indemnity.

16.1 Cardtronics Insurance . During the complete term of this Agreement (and any period in which Cardtronics continues to have a Financial Services Kiosk at any Store) and at its own expense, Cardtronics shall provide and maintain insurance as set forth in this Section 16 . Cardtronics also agrees to: (i) include in its subcontract with each subcontractor provisions requiring that each of its subcontractors authorized to perform Cardtronics’ obligations under this Agreement purchase and maintain the insurance set forth in this Section 16 for the duration of that subcontractor’s contract with Cardtronics; (ii) use good faith efforts to enforce such requirements (except Cardtronics shall not be required to institute litigation to enforce such requirements); and (iii) include in its subcontract with each subcontractor provisions requiring each such subcontractor provide a certificate of insurance to 7-Eleven upon request. The foregoing requirements shall not apply with respect to contracts assigned to Cardtronics in conjunction with acquisitions. The required insurance is as follows:

(a) Workers’ compensation insurance, including occupational disease coverage, if required by applicable law, with statutory limits in all jurisdictions in which a Financial Services Kiosk is located or Financial Services are supported under this Agreement, 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.

(b) Commercial General Liability insurance written on an “occurrence” basis (excluding automobile liability) with a combined single limit of at least $2,000,000 per occurrence and a general aggregate of at least $4,000,000 for bodily injury and property damage in forms providing coverage not less than a standard commercial general liability policy including personal injury, broad form property damage liability coverage, products/completed operations coverage and broad form contractual coverage for liability, for liabilities assumed under this Agreement. Contractual liability coverage limits shall be equal to the above limits. Such policy shall name 7-Eleven as an additional insured.

(c) Automobile liability insurance protecting automobiles and trucks owned or operated by Cardtronics or its Affiliates or subcontractors, either on or away from the Stores with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage. Such policy shall include coverage for all hired, owned and non-owned automobiles and trucks.

(d) Excess liability policy with limits of not less than $10,000,000 per occurrence in excess of the primary underlying policy limits; provided however that this requirement shall not apply to Cardtronics’ subcontractors. The policy must provide coverage at least as broad as the underlying comprehensive general liability and automobile liability policies .

(e) All risk property insurance covering physical damage to the Financial Services Kiosks placed in a Store under this Agreement, and other property owned by or leased to Cardtronics in connection with such Financial Services Kiosks.

16.2 7-Eleven Insurance . During the complete term of this Agreement (and any period in which Cardtronics continues to have a Financial Services Kiosk at any Store) and at its own expense, 7-Eleven shall provide and maintain insurance as set forth in this Section 16.2 .

(a) Commercial General Liability insurance written on an “occurrence” basis (excluding automobile liability) with a combined single limit of at least $2,000,000 per occurrence and a general aggregate of at least $4,000,000 for bodily injury and property damage in forms providing coverage not less than a standard commercial general liability policy including personal injury, broad form property damage liability coverage, products/completed operations coverage and broad form contractual coverage for liability, for liabilities assumed under this Agreement. Contractual liability coverage limits shall be equal to the above limits.

(b) 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 comprehensive general liability and automobile liability policies .

16.3 General Requirements . The following general requirements shall apply to all insurance policies required to be obtained under this Section 16 , and the Parties agree to the following:

(a) They shall maintain the foregoing insurance coverage in force at all times during the performance of any services under the Agreement. As to Cardtronics’ subcontractors, the

insurance requested or required shall be maintained at all times during the term of the subcontract or franchise agreement, whichever applies.

(b) Cardtronics will furnish 7-Eleven satisfactory certificates of insurance evidencing the insurance required by this Agreement prior to the commencement of the Agreement and annually from the date of the Agreement or as policies are renewed, replaced, or modified. 7-Eleven shall no more than once annually provide satisfactory certificates of insurance evidencing the insurance required by this Agreement upon request by Cardtronics. Failure to provide the certificates will constitute a material breach of this Agreement which, if not cured pursuant to Section 18.3 , shall entitle the non-breaching party to terminate the Agreement.

(c) 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.

(d) Each policy shall include a provision requiring that at least 30 days prior written notice be given to 7-Eleven, in the event of cancellation, non-renewal, lowering of policy limits or exhaustion of aggregates. Cardtronics shall provide 7-Eleven with 30 days prior written notice of any material change in any policy.

(e) Cardtronics (or its subcontractors, if applicable) shall pay the premiums on all insurance policies it is required to obtain under this Section 16 , and the cost for such premiums shall be included in the compensation (if any) payable to Cardtronics for services pursuant to the terms of this Agreement. 7-Eleven shall pay the premiums on all insurance policies it is required to obtain under this Section 16 .

(f) As to each required insurance policy, except for Workers’ Compensation, to the extent permitted by applicable law, Cardtronics shall name 7-Eleven, its Affiliates and their respective directors officers, employees, agents, partners and assigns as “additional insureds.” Cardtronics shall obtain, as to required General Liability and Excess Liability policies, ISO endorsement form CG2010 (11/85) Additional Insured – Owners, Lessees, or Contractors (Form B) or equivalent endorsement that names 7-Eleven, its Affiliates and their respective directors officers, employees, agents, partners and assigns as additional insureds for both ongoing operations of the company and completed operations of the company.

(g) Except where prohibited by law, all insurance policies required by this Agreement shall include a Waiver of Subrogation in favor of the other Party, and its Affiliates and their respective directors, officers, employees, agents, partners and assigns.

(h) Each of Cardtronics’ 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 7-Eleven.

(i) The insurance requirements set forth herein shall in no way limit the liability of the Parties arising under this Agreement.

(j) As to insurance it is required to procure and maintain under this Section 16 , Cardtronics (or its subcontractors, if applicable) shall be responsible for the payment of any and all

deductibles or SIR (“Self Insurance Retention”) applicable under its insurance policies. The deductible or SIR shall be approved in writing by 7-Eleven.

16.4 7-Eleven Indemnification For Third Party Claims . Except for claims that are based upon the infringement of Intellectual Property Rights, 7-Eleven agrees to indemnify, protect, defend, pay and hold harmless Cardtronics, its Affiliates, and their respective directors, officers, employees, agents, partners and assigns from and against any and all demands, claims, suits, causes of action, liabilities, costs, expenses, settlements and judgments (including, without limitation, all claim losses), whether arising in equity, at common law or by statute, including any deceptive trade practices act, or under the law of contracts, torts (including, without limitation, negligence and strict liability without regard to fault) or property, of every kind or character (collectively, “Claims”), arising in favor of or brought by any of 7-Eleven’s or its Affiliates’ employees, agents, subcontractors or representatives, or by any governmental agency or any other third party, based upon, in connection with, relating to or arising out of (a) third party claims arising from 7-Eleven’s breach of this Agreement, or (b) damage to property of third parties or bodily injury to third parties to the extent caused by the negligent acts or omissions or intentional wrongdoing of 7-Eleven’s employees or agents (but not for Vault Cash Losses); or (c) for Vault Cash Losses to the extent that 7-Eleven is liable for such as set forth in Section 15.2 .

16.5 Cardtronics’ Indemnification For Third Party Claims . Except for claims that are based upon the infringement of Intellectual Property Rights, Cardtronics agrees to indemnify, protect, defend, pay and hold harmless 7-Eleven, its Affiliates and their respective directors, officers, employees, agents, partners and assigns from and against any and all Claims arising in favor of or brought by any of Cardtronics’ or its Affiliates’ employees, agents, subcontractors or representatives, or by any governmental agency or any other third party, based upon, in connection with, relating to or arising out of (a) Cardtronics’ failure to comply with any law, rule or regulation applicable to its performance of Cardtronics Services under this Agreement, (b) third party claims arising from Cardtronics’ breach of this Agreement, (c) damage to property or bodily injury to the extent caused by the negligent acts or omissions or intentional wrongdoing of Cardtronics’ or its Affiliates’ employees or agents, (d) customer claims arising out of Cardtronics’ provision of Cardtronics Services, or (e) claims brought by any other vendor providing services or software to Cardtronics in connection with the Financial Services Kiosks, (f) claims brought by any other subcontractor or agent engaged by Cardtronics, (g) the Americans with Disabilities Act, or (h) any Security Incident (as defined in Section 10.11 ) or any other security breach related to any Financial Services Kiosks.

16.6 Cardtronics Intellectual Property Indemnity . In addition to the indemnification obligations above, Cardtronics agrees to indemnify, protect, defend, pay and hold harmless 7-Eleven, its Franchisee’s Affiliates and their respective directors, officers, employees, agents, partners and assigns from and against any and all Claims brought by any third party based upon, in connection with, relating to or arising out of any claims that the Financial Services Kiosks, or any component thereof, the Financial Services Kiosk software or the Financial Services infringe any Intellectual Property Right of any third party. In the event that the third party prevails in its infringement claim by obtaining a final judgment from which no further appeal is taken, and such final judgment includes an injunction against the further use of Cardtronics Software (which shall be referred to as the “Infringing Material”), then in addition to its indemnification

obligations, Cardtronics’ shall be obligated to (1) purchase from the third party the right for 7-Eleven to continue using the Infringing Material; or (2) replace the Infringing Material with material which provides substantially equivalent functionality that does not infringe on the third party’s Intellectual Property Rights.

16.7 General Provisions Relating to Indemnities . A person entitled to indemnification under this Agreement (an “Indemnified Person”) shall give prompt written notice to any person who is obligated to provide indemnification under this Agreement (an “Indemnifying Party”) of the commencement or assertion of any Claim by a third party (collectively, a “third-party action”) in respect of which such Indemnified Person shall seek indemnification hereunder. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that such Indemnifying Party may have to such Indemnified Person under this Section 16 unless the failure to give such notice materially and adversely prejudices such Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms as it deems appropriate; provided, however, that:

(a) The Indemnified Person shall be entitled, at its own expense, to participate in the defense of such third-party action (provided, however, that the Indemnifying Party shall be required to pay the attorneys’ fees of the Indemnified Person only if (i) the employment of separate counsel shall have been authorized in writing by any Indemnifying Party in connection with the defense of such third-party action, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Person to have charge of such third-party action, (iii) the Indemnified Person shall have reasonably concluded that there may be defenses available to such Indemnified Person that are different from or in addition to those available to the Indemnifying Party, or (iv) the Indemnified Person’s counsel shall have advised the Indemnified Person in writing, with a copy delivered to the Indemnifying Party, that there is a material conflict of interest that could violate applicable standards of professional conduct to have common counsel;

(b) The Indemnifying Party shall obtain the prior written approval of the Indemnified Person before entering into or making any settlement, compromise, admission or acknowledgment of the validity of such third-party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Person or if, in the opinion of the Indemnified Person, such settlement, compromise, admission or acknowledgment could have a material adverse effect on its business, operations, assets or financial condition;

(c) No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Person of a release from all liability in respect of such third-party action; and

(d) The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Person shall be entitled to have sole control over, the defense or settlement, compromise, admission or acknowledgment of any third-party action (i) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time or (ii) to the extent the third-party action seeks an order, injunction or

other equitable relief against the Indemnified Person which, if successful, would materially adversely affect the business, operations, assets or financial condition of the Indemnified Person; provided, however, that the Indemnified Person shall make no settlement, compromise, admission or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party.

(e) The parties hereto shall extend reasonable cooperation in connection with the defense of any third-party action pursuant to this Section 16 and, in connection therewith, shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested.

17. Reporting and Audit Rights.

The Parties shall agree upon types and formats of reports that will be provided by Cardtronics hereunder. Unless otherwise agreed by the Parties, Cardtronics will submit to 7-Eleven on a timely basis reports that reflect (i) the types of Financial Services available on the Financial Services Kiosks, the types and number of Transactions conducted via the Financial Services Kiosks, and the dollar value of each type of Transaction conducted via the Financial Services Kiosks; and (ii) meeting of service levels and other matters, as utilized by 7-Eleven prior to the Effective Date (containing at least the level of detail utilized by 7-Eleven). Cardtronics shall provide to 7-Eleven and 7-Eleven’s auditors (including internal audit staff), inspectors, regulators, consultants, subcontractors and other representatives as 7-Eleven may from time to time designate in writing, access with no fewer than three days’ notice to the part of any facility used by Cardtronics and its Affiliates and subcontractors in connection with the Financial Services Kiosk Project, to personnel of Cardtronics and its Affiliates and subcontractors working on the Financial Services Kiosk Project, and to data and records relating to the Financial Services Kiosk Project for the purpose of performing audits and inspections of Cardtronics and its Affiliates and subcontractors and their respective businesses to the extent related to the Financial Services Kiosk Project, to verify the integrity of the Customer Data, to examine the systems that support and transmit that data, and to allow 7-Eleven to conduct audits of Cardtronics’ compliance with its obligations hereunder, including (a) the practices and procedures of Cardtronics and its Affiliates and subcontractors, (b) general controls and security practices and procedures of Cardtronics and its Affiliates and subcontractors, (c) disaster recovery and backup procedures of Cardtronics and its Affiliates and subcontractors, (d) compliance with applicable legal or regulatory requirements by Cardtronics and its Affiliates and subcontractors and (e) payment or non-payment of amounts due to 7-Eleven pursuant to this Agreement. 7-Eleven shall in no event conduct any such audit hereunder more frequently than once per calendar year unless either (y) 7-Eleven has reasonable cause to believe Cardtronics has breached this Agreement or (z) 7-Eleven must conduct such audit to enable 7-Eleven to meet applicable legal or regulatory requirements. Cardtronics shall provide to such auditors, inspectors, regulators, consultants, subcontractors and representatives such assistance as they reasonably require, including installing and operating audit software (provided that any such audit software will not adversely affect the privacy, security or integrity of Cardtronics’ data). Cardtronics shall cooperate fully with 7-Eleven and such auditors, inspectors, regulators, consultants, subcontractors and representatives in connection with any audit conducted pursuant to this Section 17 . The audit rights contained in this Section 17 shall survive termination or expiration of this Agreement.

18. Term and Termination.

18.1 Term . The term of this Agreement shall end at 11:59 p.m. (Dallas, Texas time) on the tenth anniversary of the Effective Date unless earlier terminated or extended as provided herein.

18.2 Renewal Terms . 7-Eleven and Cardtronics agree to begin discussing and negotiating an extension of this Agreement, which extension shall be on terms and conditions acceptable to both 7-Eleven and Cardtronics, on March 1, 2014. If no agreement to extend this Agreement is reached prior to June 1, 2014, or as otherwise mutually agreed, (i) this Agreement will expire at the end of the Term; and (ii) beginning on June 1, 2016, the parties will begin negotiating in good faith a plan for removal of the Financial Services Kiosks from the Stores.

18.3 Termination for Cause .

(a) Generally . Except as otherwise provided in this Section 18.3 , either Party may terminate this Agreement for cause if the other Party (the “Breaching Party”) breaches any of its material duties or obligations under this Agreement and does not cure such breach within a reasonable period during which the breaching party works diligently and in good faith to cure such breach, of at least 30 but not to exceed sixty 60 days after written notice thereof from the terminating Party.

(b) Termination for Non-Payment . 7-Eleven may terminate this Agreement upon written notice to Cardtronics if Cardtronics does not pay any amount due hereunder after receipt of thirty (30) days written notice of such failure.

(c) Termination for SLA Breach . 7-Eleven may terminate this Agreement upon thirty (30) days written notice to Cardtronics if Cardtronics commits any breach specified in, and subject to the terms and conditions of, Schedule D . In addition, if Cardtronics either: (a) refuses or fails to timely install or operate a Financial Services Kiosk in a Store when required to do so in accordance with the terms of this Agreement, or (b) fails to provide the maintenance services as set forth in Schedule D herein as to a Financial Services Kiosk in a Store, then 7-Eleven may terminate Cardtronics’ Exclusive Rights and all other rights and obligations hereunder with respect to such Store upon thirty (30) days written notice in the same manner and with the same effect as if such date were the expiration date of this Agreement as to such Store.

(d) Termination for Change of Control .

7-Eleven may terminate this Agreement in the event that (i) a Competitor acquires 10% or more of the outstanding voting securities of Cardtronics, Inc. or any of its successor entities (“Cardtronics, Inc.”); (ii) Cardtronics, Inc. or any of its subsidiaries acquires 10% or more of the outstanding voting securities of a Competitor; or (iii) there is an appointment of a director to the board or similar governing body of Cardtronics, Inc. or any of its subsidiaries or an employment by Cardtronics, Inc. or any of its subsidiaries of any person who is also a director, officer or employee of, or holds an equivalent position with, a Competitor or an entity who or which controls a Competitor. Cardtronics shall give prompt written notice to 7-Eleven upon the occurrence of any of the events set forth in the previous sentence or if any Competitor becomes an Affiliate of Cardtronics, Inc. or any of its subsidiaries. In the event 7-Eleven desires to terminate this Agreement as

provided in this subsection (d), 7-Eleven shall first provide written notice to Cardtronics (a “Competitor Termination Notice”). Cardtronics shall then have a period of sixty (60) days from the date of its receipt of the Competitor Termination Notice (the “Competitor Termination Cure Period”) to unwind the transaction(s) that gave 7-Eleven the termination right under this subsection (d). If Cardtronics is able to unwind such transaction(s) during the Competitor Termination Cure Period, then any right of 7-Eleven to terminate this Agreement based on, and all other rights and remedies of 7-Eleven in respect of, such transaction(s) shall automatically expire as of the date such transaction(s) are unwound. If, however, Cardtronics is unable to unwind such transaction(s) during the Competitor Termination Cure Period, then 7-Eleven may immediately terminate this Agreement upon written notice to Cardtronics. For purposes of this Agreement, the term “control” (including the use of any of the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

18.4 Internal Dispute Escalation . Except as otherwise provided in this Agreement, all disputes, claims and controversies between the Parties arising out of or related to this Agreement, including without limitation any claim of misrepresentation, breach or non-performance (collectively, “Disputes”), shall be determined in the following manner:

(a) The Dispute shall be referred by each Party to its respective Contract Executive.

(b) If the Contract Executives do not, within 20 days from the date of referral, resolve the Dispute, the Dispute shall be referred to 7-Eleven’s Chief Financial Officer or his/her designee and Cardtronics’ Chief Financial Officer or equivalent for resolution. If such individuals cannot resolve the Dispute within twenty (20) business days, then the Parties may exercise their rights at law or in equity to resolve the Dispute.

(c) If one of the individuals designated in (a) or (b) above is ill or unavailable during sixty percent (60%) of the time specified for resolving the Dispute, his or her immediate subordinate shall serve instead. Referral of a Dispute shall be made in a written notice sent by certified mail, return receipt requested, setting forth the nature of the Dispute, and the period specified in (b) shall commence on receipt of such notice.

(d) Notwithstanding anything in the foregoing to the contrary, the internal dispute escalation procedures set forth in this Section 18.4 shall not extend the applicable cure period specified in Section 18.3 nor derogate a Party’s right to terminate this Agreement, or to terminate Cardtronics’ rights and obligations as to a particular Store, upon expiration of such cure period. If any Party fails to follow the internal dispute escalation procedures set forth herein, such Party shall be in material breach of this Agreement. The internal dispute escalation procedures set forth herein shall not limit a Party’s rights to obtain injunctive or other equitable relief as permitted herein.

18.5 Change of Control . [Intentionally Omitted].

18.6 Termination for Insolvency . In the event that either Party (a) files for bankruptcy, (b) becomes or is declared insolvent, or is the subject of any proceedings related to its liquidation, insolvency or the appointment of a receiver or similar officer for it, (c) makes an assignment for the benefit of all or substantially all of its creditors or (d) enters into an agreement for the composition, extension or readjustment of substantially all of its obligations, then the other Party may, by giving written notice to the first Party, terminate this Agreement as of a date specified in such notice of termination; provided, however, that either Party shall not have the right to exercise such termination so long as the other continues to perform without interruption or a noticeable diminution in its performance hereunder.

18.7 Removal of Financial Services Kiosks . Within 30 days after expiration or termination of this Agreement, Cardtronics shall commence on a schedule mutually agreed by the parties, at Cardtronics sole cost and expense, the Removal of all Financial Services Kiosks from all Stores and in no event shall Removal exceed one hundred eighty (180) days from the expiration or termination of this Agreement, unless (i) both parties agree to mutually extend in writing, or (ii) this Agreement is terminated by Cardtronics due to a default or breach by 7-Eleven in which case the time period shall be extended to one (1) year. Cardtronics shall use commercially reasonable efforts to minimize disturbances to Store operations during Cardtronics’ Removal of any Financial Services Kiosks. Removal of each Financial Services Kiosk shall include obtaining all necessary permits, and taking the Financial Services Kiosk from the Store. Except in the case of (1) damage to the Financial Services Kiosk Area caused by Cardtronics’ negligence in removing the Financial Services Kiosk, (2) any other damage to the Store (excluding the Financial Services Kiosk) or to merchandise or equipment of 7-Eleven or its franchisees therein, or to customers, patrons, employees and invitees of 7-Eleven or such franchisees while therein, caused by Cardtronics in removing the Financial Services Kiosk and (3) the repair of any damage to the floor of the Store caused by Cardtronics’ bolting Financial Services Kiosks to the floor of the Store (“Excepted Damages”), Cardtronics shall not be obligated to restore the Financial Services Kiosk Area (such as but not limited to the walls, flooring and utility service) to its original or any subsequent appearance and condition, nor to otherwise improve, modify, or (except for Excepted Damages) repair the Financial Services Kiosk Area, unless otherwise agreed by Cardtronics and 7-Eleven, which agreement may be conditioned by Cardtronics upon (among other things) payment by 7-Eleven of all costs associated with such restoration, improvement, modification, or (except for Excepted Damages)) repair. Except as set forth herein, restoration of the Financial Services Kiosk Area, if 7-Eleven chooses to do so, shall be done by 7-Eleven at its sole option, expense and risk, according to plans and specifications and by a subcontractor chosen by 7-Eleven. Once Vault Cash has been removed from the Financial Services Kiosk at a Store, Removal of such Financial Services Kiosk must be completed within five (5) business days. If Cardtronics has not commenced or completed the Removal within such period, 7-Eleven may complete the Removal itself or arrange for the Removal to be accomplished by subcontractors chosen by 7-Eleven. Cardtronics shall promptly pay all reasonable costs incurred by 7-Eleven arising from the Removal upon presentation of invoices to Cardtronics. If Cardtronics fails to remove the Financial Services Kiosk as set forth herein, such Financial Services Kiosk shall be deemed to be abandoned, and all right, title and interest in such Financial Services Kiosk shall automatically revert to, and become the property of, 7-Eleven; provided that 7-Eleven shall not be entitled to the Vault Cash. Notwithstanding the foregoing, however, Cardtronics shall not be obligated to remove signage which is included in the definition of “Financial Services Kiosk” in this Agreement, but which is not owned by Cardtronics, in connection with the expiration or

termination of this Agreement. Cardtronics shall remain liable for and shall reimburse 7-Eleven for any reasonable expenses it incurs in removing abandoned Financial Services Kiosks not timely removed by Cardtronics whe n required to do so in accordance with this Agreement.

18.8 Transitional Operation . Upon 7-Eleven’s request, Cardtronics shall continue to operate the Financial Services Kiosks after expiration or termination of this Agreement upon the same terms and conditions as are in this Agreement until such time as the Removal of the Financial Services Kiosk is complete. In any event, Removal of all Financial Services Kiosks shall be completed no later than one hundred eighty (180) days after the expiration or termination of this Agreement, unless both parties agree to mutually extend in writing. Notwithstanding anything to the contrary, Cardtronics shall continue to pay 7-Eleven all Transaction Fees and any Alternative Revenue Stream payments or other amount payable to 7-Eleven hereunder as to any Financial Services Kiosk during any period in which a Financial Services Kiosk is operating in a Store. Further, in the event Cardtronics stops offering the Financial Services prior to the completion of Removal, Cardtronics shall pay 7-Eleven all Transaction Based Fees for each day exceeding thirty (30) until removal of the Financial Services Kiosk is complete based on average Transactions over the last twelve (12) months in which Cardtronics met all service levels (annualizing the available months if twelve months are not available).

18.9 Termination/Expiration Assistance . Commencing 180 days prior to expiration, or commencing upon any notice of termination (including any notice based upon breach or default by 7-Eleven) for up to 180 days from the effective date of termination of this Agreement, Cardtronics shall provide to 7-Eleven, or at 7-Eleven’s request to 7-Eleven’s designees (including one or more third parties), any and all reasonable assistance requested by 7-Eleven to (i) allow the Financial Services to continue with minimal disruption and to facilitate the orderly transfer of the 7-Eleven Services to 7-Eleven or its designees; and (ii) ensure the continuity and availability of the Financial Services Kiosks and Financial Services at each Store (provided that Cardtronics is reimbursed by 7-Eleven for all reasonable and necessary out of pocket costs incurred by Cardtronics to extent that any such services are above the normal scope of services in providing such assistance).

(a) During any transitional period, Cardtronics shall provide to 7-Eleven, or to 7-Eleven’s designees at 7-Eleven’s request, any and all reasonable assistance requested by 7-Eleven so to facilitate the orderly transfer of the 7-Eleven Services to 7-Eleven’s designee

18.10 Disclaimer of Consequential Damages . Except for indemnification obligations and breaches of confidentiality obligations, in no event will either Party will be liable to the other for any special, incidental, punitive, exemplary or consequential damages.

19. General.

19.1 Relationship of the Parties . 7-Eleven and Cardtronics agree that Cardtronics, in furnishing the Financial Services, is acting as an independent contractor. Each Party is acting for its own account and neither is authorized to make any commitment or representation, express or implied, on the other’s behalf. In all matters relating to this Agreement, neither Party nor such Party’s employees or agents are, or will act as, employees of the other Party within the meaning or application of any federal or state laws.

19.2 Entire Agreement . This Agreement, including any Schedules referred to herein, each of which is incorporated herein for all purposes, together constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to the subject matter contained in this Agreement. No amendment, change, waiver or discharge hereof shall be valid unless expressly set forth in writing and signed by an authorized representative of the Party (which in the case of 7-Eleven shall be a Vice President) against which such amendment, change, waiver or discharge is sought to be enforced.

19.3 Assignment . This Agreement may not be assigned or transferred by either Party to any third party, either voluntarily, involuntarily, or by operation of law, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, a Party may assign this Agreement, without the consent of the other Party, (a) in its entirety to any Affiliate controlling, controlled by or under common control with the assigning Party, (b) to any person resulting from the merger or consolidation of the assigning Party, (c) to any person that acquires more than 50% of the assigning Party’s common stock or other voting securities, or (d) to any person that acquires all or substantially all of the assigning Party’s assets. Notwithstanding anything to the contrary in this provision, Cardtronics may not assign this Agreement to any entity that (directly or indirectly) owns or controls or is a convenience store operator. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. Subject to the foregoing, the rights and liabilities of the Parties under this Agreement shall bind and inure to the benefit of their respective successors and assigns. Any attempted assignment in violation of this Section 19.3 shall be null and void.

19.4 Notices . All notices, requests, demands and determinations under this Agreement (other than routine operational communications) shall be in writing and shall be deemed duly delivered (a) when delivered by hand, (b) one day after being given to a nationally recognized over-night delivery service with a reliable system for tracking delivery, (c) when sent by confirmed facsimile with a copy sent by another means specified in this Section 19.4 , or (d) six days after the day of mailing, when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

In the case of Cardtronics:

3110 Hayes Road, Suite 300
Houston, Texas 77082
Attn: Michael E. Keller
Facsimile No.: (281) 892-0102

With a copy to:

3110 Hayes Road, Suite 300
Houston, Texas 77082
Attn: Michael H. Clinard

Facsimile No.: (281) 892-0151

In the case of 7-Eleven:

7-Eleven, Inc.
One Arts Plaza
1722 Routh Street, Suite 1000
Dallas, Texas 75201
Attn: Vice President – Business Development

and

7-Eleven, Inc.
One Arts Plaza
1722 Routh Street, Suite 1000
Dallas, Texas 75201
Attn: General Counsel
Facsimile No.: (972) 828-7119

With a copy to:

Vinson & Elkins LLP
Trammell Crow Center
2001 Ross Avenue, Suite 3700
Attn: Jeff Chapman
Dallas, Texas 75201-2975
Facsimile No.: (214) 999-7797

A Party may from time to time change its address or designee or add up to two (2) additional designees for notification purposes by giving the other Party prior written notice of the new address or designee and the date upon which it will become effective in accordance with the foregoing notification provisions.

19.5 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, excluding laws that might otherwise govern under applicable principles of conflicts of laws. The Parties hereby irrevocably submit to the jurisdiction of any state or federal court in Dallas County, Texas with respect to any action or proceeding arising out of or relating to this Agreement. 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.

19.6 Expenses . Except as otherwise expressly provided by this Agreement, each Party shall pay all fees and expenses incurred by it in connection with its negotiation and execution of, and performance under, this Agreement.

19.7 Relationship of the Parties . Each Party is an independent contractor acting for its own account and neither is authorized to make any commitment or representation, express or implied, on the other’s behalf. In all matters relating to this Agreement, neither Party nor such Party’s employees, subcontractors or agents are, or will act as, employees of the other Party within the meaning or application of any federal or state laws.

19.8 Severability . If a court of competent jurisdiction determines that any term or provision of this Agreement is invalid, illegal or incapable of being enforced under any rule of applicable law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein are not affected in any manner materially adverse to any Party. Upon such determination that any term or provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein are consummated as originally contemplated to the fullest extent possible.

19.9 Waiver of Default; Cumulative Remedies . Any failure of a Party to comply with any obligation, covenant, agreement or condition contained herein may be waived only if set forth in an instrument in writing signed by the Party to be bound thereby, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any other failure that may occur in the future. All remedies provided for in this Agreement shall be cumulative, in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise.

19.10 Survival . Sections 2, 10.6, 10.9, 14 (only with respect to indemnification obligations for claims arising prior to termination) 16 (only with respect to indemnification obligations for claims arising prior to termination) , 18, and 19 shall survive the expiration or termination of this Agreement hereunder, and continue in full force and effect.

19.11 Media Releases . All media releases, public announcements and public disclosures by either Party of this Agreement or the subject matter of this Agreement, including without limitation, promotional or marketing material, but not including announcements intended solely for internal distribution or to meet legal or regulatory requirements beyond the reasonable control of the disclosing Party, shall be coordinated with and subject to reasonable approval by the other Party prior to release.

19.12 Interpretation . The headings, captions and titles herein are included for reference purposes only and shall not affect the interpretation of the provisions hereof. The headings, captions and titles in this Agreement are for convenience of reference only and shall not limit or otherwise affect any of the terms or provisions hereof. Use of the words “herein,” “hereof,” “hereto” and the like in this Agreement refer to this Agreement as a whole and not to any particular Article, Section or provision of this Agreement, unless otherwise noted. When the context requires, the singular use of all words includes both the singular and plural. Except as otherwise specified herein, each use of the word “including” shall mean “including without limitation.” The Exhibits and Schedules attached to this Agreement (or to other Schedules of this Agreement) are incorporated herein (or therein) by reference.

19.13 Eminent Domain . If the whole or any part of a Financial Services Kiosk Area shall be taken under the power of eminent domain or sold to a condemning authority under the threat of the exercise of the power of eminent domain, then this Agreement shall terminate only with respect to such Financial Services Kiosk on the date the Financial Services Kiosk ceases to be in operation. The compensation awarded for such taking or the sale proceeds, both as to 7-Eleven’s reversionary interest and Cardtronics’ interest under this Agreement, shall belong to and be the property of 7-Eleven.

19.14 No Third Party Beneficiaries . This Agreement shall be binding upon and, except as provided below, inure solely to the benefit of each party hereto and their successors, assigns and transferees, and nothing in this Agreement, express or implied, is intended to confer upon any other person (other than the Indemnified Parties as provided in Section 16 ) any rights or remedies of any nature whatsoever under or by reason of this Agreement.

19.15 Time of the Essence . Time is of the essence of the performance of the Parties’ obligations under this Agreement.

19.16 Counterparts . This Agreement may be executed in multiple counterparts (including by means of facsimile signature pages), each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.

19.17 Force Majeure . Neither Party shall be responsible for any delay in performing its obligations under this Agreement due to acts of God, wars, insurrections, strikes, riots, terrorist attacks, fires, floods, explosions, hurricanes, failures by telecommunications providers, earthquakes, or any other matter beyond its reasonable control, and the period for performance of a Party’s obligations hereunder shall be extended by any period in which such performance is delayed due to such matters.

19.18 Offset . To the extent it is determined (either by a final nonappealable judgment by a court of competent jurisdiction or by mutual written agreement of the Parties) that Cardtronics is entitled to indemnification (and the amount of such indemnification) pursuant to Section VIII of the Purchase Agreement , if 7-Eleven has not made payment of such amount within 10 calendar days of such judgment or agreement, any amounts payable in respect of such indemnification may be offset by Cardtronics against any payment obligations of Cardtronics under this Agreement.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by a duly authorized representative, on the date first mentioned above.


7-ELEVEN, INC.

By: Name:		/s/ Stanley W. Reynolds Stanley W. Reynolds
Title:		SVP & CEO

Attest:

By: Name:		/s/ J. David Clark, Jr. J. David Clark, Jr.
Title:		Assistant Secretary

CARDTRONICS, LP

By: Name:		/s/ Jack Antonini Jack Antonini
Title:		President and CEO

SCHEDULE A

Financial Services

ATM Services — traditional automated teller machine functions including cash withdrawals, balance inquiries, account transfers, credit and/or debit card cash advances, and transaction denials.

Advanced Financial Services — advanced financial and other kiosk based service offerings excluding ATM Functionality which as of the Effective Date consist of: check cashing, money transfer, bill payment, deposit taking capabilities, and coupon or other promotional activities via receipt printing or usage of screens, financial institution guest member verification, financial institution balance and history print, financial institution account transfers (including share to share, share to loan, loan to loan, loan to share), financial institution cash advances (cash only), and financial institution loan payment (cash only and check where available).

A-1

SCHEDULE B

Financial Services Kiosks Deployed at Effective Date

See the Assets Schedule of the Purchase Agreement.

B-1

SCHEDULE C

Financial Services Kiosk Physical Requirements

See Attached.

C-1

SCHEDULE D

Service Levels and Liquidated Damages

1. SERVICE LEVELS.

1.1 Generally . Cardtronics will perform the Cardtronics Services in a manner that meets or exceeds the Service Levels set forth in Section 5 of this SLA, subject only to force majeure events set forth in Section 19.17 of this Agreement. Cardtronics will meet or exceed those Service Levels at all times during the term of this Agreement.

1.2 Measurement and Monitoring Tools . Cardtronics will use automated measurement and monitoring tools which will provide reports to 7-Eleven at no additional cost and at a level of detail sufficient to verify compliance with the Service Levels, and which (together with such tools) will be subject to audit by 7-Eleven. Cardtronics will maintain complete records and sufficient detailed information to permit 7-Eleven to audit and verify all Service Levels for at least four (4) years after Cardtronics Services are performed under this Agreement, and Cardtronics will make copies (in the format maintained by Cardtronics) of those records and information available to 7-Eleven upon 7-Eleven’s request. Cardtronics will provide 7-Eleven with detailed descriptions of and access to measurement and monitoring tools upon 7-Eleven’s request.

1.3 Service Level Defaults .

(a) Cardtronics acknowledges that its failure to meet one or more Service Levels may have an adverse effect on the business and operations of 7-Eleven. Accordingly, if Cardtronics fails to meet or exceed a Service Level, 7-Eleven shall have the option, but not the obligation, to recover the specified Service Level Credits. Cardtronics shall pay 7-Eleven all Service Level Credits due as part of the monthly settlement and include them in the file detail. Regardless of whether 7-Eleven exercises its option to recover Service Level Credits with respect to any failure, 7-Eleven shall also have any remedies available to 7-Eleven under this Agreement, or at law or in equity, including the right to terminate this Agreement pursuant and subject to Section 18.3 of the Agreement and Section 4 of this Schedule.

(b) If Cardtronics fails to provide Cardtronics Services in accordance with the Service Levels, and/or this Agreement, Cardtronics shall (after restoring the Service or otherwise resolving any immediate problem related to the Cardtronics Services): (i) promptly investigate and report on the causes of the problem; (ii) provide a Root Cause Analysis of such failure as soon as practicable after such failure or at 7-Eleven’s request; (iii) correct the problem as soon as practicable (regardless of cause or fault) or coordinate the correction of the problem if Cardtronics does not have responsibility for the cause of the problem; (iv) advise 7-Eleven of the status of remedial efforts being undertaken with respect to such problem; (v) demonstrate to 7-Eleven’s reasonable satisfaction that the causes of such problem have been or shall be corrected on a permanent basis; and (vi) take commercially reasonable actions to prevent any recurrence of such problem. Cardtronics shall complete the Root Cause Analysis within five (5) days of a

D-1

failure; provided that, if it is not capable of being completed within five (5) days using reasonable diligence, Cardtronics shall complete such Root Cause Analysis as quickly as possible and shall notify 7-Eleven prior to the end of the initial five (5) day period as to the status of the Root Cause Analysis and the estimated completion date.

(c) The following table describes the Service Level Credit “multipliers” to be applied in the event that Cardtronics repeatedly fails to meet one or more Service Levels. In the event of repeated Service Level Defaults, 7-Eleven shall be entitled to obtain Service Level Credits multiplied by the specified multiplier as follows:


Impact	Frequency of Failure	Action
Service Level Failures	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]

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

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

D-2


Impact	Frequency of Failure	Action
Increased Impact Level failures	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]

(d) 7-Eleven shall be entitled to all Service Level Credits even if a single Service Level Default triggers multiple Service Levels. If any failure to meet a Service Level is directly caused by 7-Eleven pursuant to that certain Network Services Agreement between Cardtronics and 7-Elevenof even date with this Agreement, 7-Eleven shall not be entitled to a Service Level Credit.

2. BENCHMARKING

2.1 Benchmarking Review . No more than once bi-annually, 7-Eleven may, at its expense, engage an independent third party (a “Benchmarker”) to compare the Service Levels of all or any portion of the Cardtronics Services against well-managed companies performing similar Cardtronics Services to determine whether 7-Eleven is receiving from Cardtronics levels of service that are competitive with market service levels, given the nature, volume and type of Cardtronics Services provided by Cardtronics hereunder (“Benchmarking”). Any Benchmarker engaged by 7-Eleven shall execute a non-disclosure agreement, provided, however, Cardtronics agrees and acknowledges that such non-disclosure agreement shall permit the Benchmarker to anonymously reuse all benchmarking data on other benchmarking studies it performs. Cardtronics shall cooperate fully with 7-Eleven and the Benchmarker and shall provide reasonable access to any premises, equipment, personnel or documents and provide any assistance required by the Benchmarker to conduct the Benchmarking, all at Cardtronics’ cost and expense. The Benchmarking shall be conducted so as not to unreasonably disrupt Cardtronics’ operations under this Agreement.

2.2 Result of Benchmarking . If the Benchmarker finds that the service levels are materially lower than either service levels offered by well managed providers or actual performance of Cardtronics under this Agreement, then the Parties agree to review service levels to determine whether and to what extent the service levels will be adjusted to eliminate any such unfavorable variance, provided however that no such adjustment shall be made except in a mutually acceptable manner and in a reasonable timeframe.

3. SERVICE LEVEL CREDITS

3.1 Service Level Credits . Cardtronics recognizes that Cardtronics is committing to deliver the Cardtronics Services at specified Service Levels. If Cardtronics fails to meet such Service Levels, then, in addition to other remedies available to 7-Eleven, Cardtronics shall pay to 7-Eleven the Service Level Credits specified in recognition of

D-3

the diminished value of the Cardtronics Services resulting from Cardtronics’ failure to meet the agreed upon level of performance, and not as a penalty. Cardtronics will calculate any Service Level Credits in accordance with Section 5 and Section 1.3(c) of this SLA. In addition, with each Service Level Credit, Cardtronics will provide 7-Eleven with supporting documentation in sufficient detail to permit 7-Eleven to review and confirm the accuracy of that Service Level Credit. If more than one Service Level applies to any particular obligation, Cardtronics shall perform in accordance with the most stringent of such Service Levels. Notwithstanding anything to the contrary, issuing Service Level Credits shall be a cumulative remedy, i.e. in addition to any other remedies available to at law or equity, and not deemed to be a sole and exclusive remedy. In addition, notwithstanding anything the to contrary, in the event that Cardtronics must pay Service Level Credits for failing to meet a Service Level which measures average availability, it shall have no obligation to also pay Service Level Credits for the incident for failing to meet a Service Level which measures per Store availability. However, Cardtronics shall be liable for Service Level Credits for under Service Levels for both ATM and Advanced Services Functionality unavailability when both are unavailable, even if such unavailability is caused by a single incident.

4. TERMINATION

(a) Termination for Cause of the Agreement by 7-Eleven . 7-Eleven may terminate the Agreement immediately after thirty (30) days written notice for any of the following events: (i) Cardtronics fails to perform in accordance with the Minimum Service Level for the Service Levels in Section 5.2 or 5.4 for three (3) consecutive Measurement Windows; or (ii) Cardtronics fails to perform in accordance with the Service Levels Sections 5.2 or 5.4 during four (4) of any six (6) Measurement Windows.

(b) Termination for Cause of Exclusive Rights per Store by 7-Eleven . 7-Eleven may terminate the Exclusive Rights and all other rights granted to Cardtronics under the terms of the Agreement with respect to any affected Store immediately after thirty (30) days written notice for any of the following events: (i) Cardtronics fails to perform in accordance with the Service Levels in Section 5.1 or 5.3 for three (3) consecutive Measurement Windows; (ii) Cardtronics fails to perform in accordance with the Service Levels Sections 5.1 or 5.3 during four (4) of any six (6) Measurement Windows; or (iii) Cardtronics fails to provide any Cardtronics Services at one or more Stores, the effect of which is to preclude or materially impair the rendition of the Financial Services offered by the Financial Services Kiosk at such Store for any ten (10) days in any consecutive thirty (30) day period.

(c) If any event occurs that permits 7 -Eleven to terminate either the Agreement in its entirety or as to any particular Store under subsection (a) or (b) above, 7-Eleven must exercise such right within one (1) year of the last act or omission or measurement period from which the right of termination arises in whole or in part (“Termination Period”). If such right of termination is not exercised within the Termination Period such right of termination shall lapse with respect to such act, omission or measurement period, provided however that notwithstanding such lapse, 7-Eleven shall retain the right to seek recovery of damages and any other rights or remedies it may have under the law or in equity.

D-4

5. SERVICE LEVELS

The Service Levels are specified on the following pages. Service Levels 5.3 and 5.4 shall not apply for the first twenty-four (24) months after the Effective Date.

D-5

5.1 Per Store Availability for ATM Functionality

Per Store Availability for ATM Functionality
Service Level Specification


Objective		For Cardtronics to determine and maintain the availability of the ATM Functionality on the Financial Services Kiosk to customers at each Store.

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

		Method

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

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

		Responsibility

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

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

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

		Service Metric

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

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

		Service Level Credits

Failure to Achieve “Service Level”		[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]

Failure to Avoid “Increased Impact”		[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]

D-6

5.2 Average Availability for ATM Functionality

Average Availability for ATM Functionality Service Level Specification


Objective		For Cardtronics to determine and maintain the availability of the ATM Functionality on the Financial Services Kiosks to customers across all Stores.

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

		Method

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

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

		Responsibility

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

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

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

		Service Metric

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

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

		Service Level Credits

Failure to Achieve “Service Level”		[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]

Failure to Avoid “Increased Impact”		[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]

D-7

5.3 Per Store Availability for Advanced Financial Services Functionality

Per Store Availability for Advanced Financial Services Functionality
Service Level Specification


Objective		For Cardtronics to determine and maintain the availability of the Financial Services Kiosk to customers at each Store.

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

		Method

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

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

		Responsibility

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

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

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

		Service Metric

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

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

		Service Level Credits

Failure to Achieve “Service Level”		[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]

Failure to Avoid “Increased Impact”		[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]

D-8

Average Availability for Advanced Financial Services Functionality

Average Availability for Advanced Financial Services Functionality
Service Level Specification


Objective		For Cardtronics to determine and maintain the availability of the Financial Services Kiosk to customers across all Stores.

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

		Method

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

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

		Responsibility

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

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

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

		Service Metric

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

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

		Service Level Credits

Failure to Achieve “Service Level”		[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]

Failure to Avoid “Increased Impact”		[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]

D-9

5.4 Reporting

Reporting
Service Level Specification


Objective		For Cardtronics to document and report on the availability of the Financial Services Kiosk to customers across all Stores.

Definition

		Method

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

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

		Responsibility

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

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

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

		Service Metric

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

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

		Service Level Credits

Failure to Achieve “Service Level”		[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]

Failure to Avoid “Increased Impact”		[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]

D-10

SCHEDULE E

Payments and Consideration for Financial Services

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

F-1

SCHEDULE E-1

Current Alternative Revenue Stream Payments

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

F-2

SCHEDULE E-2

Intentionally Left Blank.

F-3

SCHEDULE F

Periodic Reports

As Attached:

The timing of the reports is as follows:

Blank Deal Tracking Report — weekly on Tuesday morning

ATM Transactions —Weekly on Tuesday

Final Report and Executive Summary — are delivered monthly by the last week of the following month. These reports are FiServ dependant.

Store Revenue Adjustment (Co Op & Citi) — delivered monthly by the second week of the month

PSECU — weekly on Tuesday

F-4

Schedule G
Quarterly Meetings

The Quarterly Meetings will be held to review Cardtronics’ performance in the previous quarter and provide the opportunity to discuss replacing error prone and obsolete Financial Services Kiosks, forecast new Store openings, proposed changes to the color scheme of the Financial Services Kiosks, new potential Advanced Functionality Financial Services, and any other matter that the Parties deem useful to discuss.

7-Eleven shall provide the date for the meeting and propose an agenda, to which Cardtronics will be permitted to suggest additional items/issues. In addition to the above-described issues, both Parties will be encouraged to discuss or provide insight into: upcoming business initiatives, market activities, business drivers and a directional and tactical review. From and after July 31, 2008, two of the four scheduled meetings during any 12-month period may be via teleconference; provided, however, that no such teleconferences will be held consecutively.

Service Issues

For any failures to meet the prescribed service levels set forth in Schedule D, Cardtronics shall provide a review of service level performance, description of the issue which caused the failure, the impact to the Financial Services Kiosks, and the steps it has taken to prevent a reoccurrence of the problem. In addition, Cardtronics shall provide updates on its installation activities, including the status of any plan involving the temporary cessation of any service. All issues will be recorded in a log (the “Issues Log”). A root cause analysis for all service level performance failures shall be conducted by Cardtronics with the results documented in the Issues Log for the purpose of reducing the likelihood of occurrence of such issues in the future.

With respect to Financial Services Kiosks, Cardtronics shall, and 7-Eleven may, identify any Financial Services Kiosks which are error prone, or which are technically or aesthetically obsolete due to age or condition. Cardtronics shall develop a plan to resolve the above issues and present the plan to 7-Eleven for discussion and approval. Once the plan has been approved by both Parties, Cardtronics will implement the plan to refurbish or replace such Financial Services Kiosks.)

New Installs:

For forecasting purposes, the Parties will use good faith efforts to mutually develop a rolling forecast, estimating 7-Eleven’s required Financial Services Kiosk needs, as well as the need for the installation of Financial Services Kiosk by Cardtronics, based on 7-Eleven’s anticipated number of new Stores and Store closures in the next quarter of this Agreement.

For proposed color changes to the Financial Services Kiosks, Cardtronics must obtain 7-Eleven’s prior written approval before making such changes. Cardtronics shall provide mock-ups showing the intended color changes at the meeting. 7-Eleven may grant or withhold

E-1

approval in its discretion.

Advanced Financial Services Functionality:

For any new Advanced Financial Services Functionality for which 7-Eleven does not have an over the counter solution and which are suitable for a kiosk based solution, 7-Eleven would prefer to work with Cardtronics to agree on a mutually acceptable solution. Parties agree to dedicate time during each Quarterly Meeting to discuss new or future products and services and to determine the best way to work together to deliver these new or future products and services. However, unless and until a mutually acceptable definitive written agreement is executed by both Parties with respect to any such new or future product or service, 7-Eleven shall be free to provide any solution it deems appropriate in its Stores provided the solution does not violate this Agreement. 7-Eleven shall have no obligation to disclose any third party proposals for such new or future product or service.

E-2

SCHEDULE H

Obligations Related to Financial Network Contracts

With respect to the following Network Agreements, 7-Eleven will continue to be responsible throughout the remaining current term of such agreements for the following duties and obligations:

1. ATM Surcharge and Branding Agreement dated December 2, 2005 (as amended) by and among 7-Eleven, Inc. and Vcom Financial Services, Inc. (collectively “7-Eleven”) and Citibank, N.A., et al (“Citibank”):

	•		In accordance with Section 4, 7-Eleven will provide electricity for all Citibank signage;

	•		In accordance with Section 7(a) indemnify Citibank from third party claims and liabilities arising out of 7-Eleven’s convenience store ownership, operation and maintenance of the stores, except to the extent such claims and liabilities arise as a result of actions or omissions of Cardtronics’ employees and/or subcontractors;

	•		In accordance with Section 10 make or submit all applications to any governmental agency for any required signage permits, but only to the extent the owner or lessor of a store is required to be the applicant for such signage; and

	•		In accordance with Section 25, 7-Eleven will continue to work with Cardtronics and Citibank to develop joint marketing plans to maximize the benefits of the agreement. 7-Eleven will market to its customers through “in-store” collateral (where available and as approved by 7-Eleven), at-the–ATM signage (where available and as approved by 7-Eleven).

2. Check Cashing Services Agreement dated December 1, 2006 (as amended) by and among Certegy Check Services, Inc., and 7-Eleven:

(a) In accordance with Section 14, 7-Eleven will allow Cardtronics to post, and 7-Eleven agrees to keep posted all Certegy-supplied notices at or on the Vcom kiosk as may be mutually agreed at each of the Stores so that they are clearly visible to all Check Cashers: (i) any notice required by NACHA or Regulation E relating to electronic presentment; and (ii) a notice that a service charge, to be specified by Certegy, will be assessed for all dishonored Checks. Further, 7-Eleven agrees to keep displayed any and all existing Certegy signage.

•

Vcom Financial Services, Inc (herein “7-Eleven”) and Financial Service Centers Cooperative, Inc. (“FSCC”) Vcom-Project Master Agreement dated June 19, 2006 (the FSCC Agreement”):

•

In accordance with Section 13.5.2, 7-Eleven will continue to permit FSCC to use the VFS Marks as contemplated in the FSCC Agreement.

H-1

•

Marketing Agreement dated December 6, 2005, by and between H & R Block Services, Inc. and 7-Eleven:

	•		In accordance with Section IV A, H & R must continue to have rights vis-à-vis 7-Eleven trademarks as set forth in this agreement;

	•		7-Eleven must continue to adhere to the advertisement restriction set forth in accordance with Section VI A; and

	•		As set forth in Exhibit A, 7-Eleven must continue to use commercially reasonable efforts to distribute H&R Block discount coupons at or around the cash register of stores in the Markets (as identified in the agreement) beginning or about Jan 15 ^th of each year with such out of pocket costs being reimbursed by Cardtronics.

•

ATM Surcharge Agreement dated August 31, 2006, by and between Vcom Financial Services, Inc. and Pennsylvania State Employees Credit Union (“PSECU”):

(a) In accordance with Section 4; PSECU shall have the continuing right through the term of this agreementthereof) to use 7-Eleven logos, trademarks, etc, with 7-Eleven prior written consent, which shall not be unreasonably withheld.

• ATM Surcharge Agreement dated July 6, 2005, by and between Vcom Financial Services, Inc. and TCF National Bank (“TCF”):

	•		In accordance with Section 27: 7-Eleven will continue to work with Cardtronics and TCF to develop joint marketing plans to maximize the benefits of the agreement. 7-Eleven will market to its customers through “in-store” collateral (where available and as approved by 7-Eleven), at-the–ATM signage (where available and as approved by 7-Eleven) and its other standard communication and promotional channels; and

	•		In accordance with Section 27(b) and subject to the qualifications and conditions therein, TCF shall continue to have the right to use 7-Eleven’s name, logo, trademark, etc.

7. Agency Agreement between Western Union Financial Services, Inc. and 7-Eleven, Inc. dated February 23, 2001, as amended:

(a) Under the circumstances set forth in Section 9.8(e) of the agreement, when the agreement is terminated, 7-Eleven will allow Cardtronics to post signage (provided by Western Union) in a conspicuous location at each store that contains a Vcom for a period of 90 days following such termination for alerting customers of new locations, however, 7-Eleven shall not be obligated to post any notice that, in 7-Eleven’s judgment, refers to, or promotes the business of, a competitor of 7-Eleven;

(b) In accordance with Section 13.5, Western Union will have a continuing right to use 7-Eleven’s trade name and symbols for the purposes set forth in said section; and

(c) For the duration of the agreement 7-Eleven will honor the exclusivity and marketing provisions set forth in Section 14.1.

H-2

Exhibit 10.3

CARDTRONICS, INC.

2007 STOCK INCENTIVE PLAN

I. PURPOSE OF THE PLAN

The purpose of the CARDTRONICS, INC. 2007 STOCK INCENTIVE PLAN (the “Plan”) is to provide a means through which CARDTRONICS, INC. , a Delaware corporation (the “Company”), and its Affiliates may attract able persons to serve as Directors or Consultants or to enter the employ of the Company and its Affiliates and to provide a means whereby those individuals upon whom the responsibilities of the successful administration and management of the Company and its Affiliates rest, and whose present and potential contributions to the Company and its Affiliates are of importance, can acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company and its Affiliates. A further purpose of the Plan is to provide such individuals with additional incentive and reward opportunities designed to enhance the profitable growth of the Company and its Affiliates. Accordingly, the Plan provides for granting Incentive Stock Options, options that do not constitute Incentive Stock Options, Restricted Stock Awards, Performance Awards, Phantom Stock Awards, Bonus Stock Awards, or any combination of the foregoing, as is best suited to the circumstances of the particular employee, Consultant, or Director as provided herein.

II. DEFINITIONS

The following definitions shall be applicable throughout the Plan unless specifically modified by any paragraph:

(a) “Affiliate” means any corporation, partnership, limited liability company or partnership, association, trust, or other organization which, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of the controlled entity or organization or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or by contract or otherwise.

(b) “Award” means, individually or collectively, any Option, Restricted Stock Award, Performance Award, Phantom Stock Award, or Bonus Stock Award.

(d) “Bonus Stock Award” means an Award granted under Paragraph XI of the Plan.

(e) “Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.

(f) “Committee” means a committee of the Board that is selected by the Board as provided in Paragraph IV(a).

(g) “Common Stock” means the common stock, par value $0.0001 per share, of the Company, or any security into which such common stock may be changed by reason of any transaction or event of the type described in Paragraph XII.

(h) “Company” means Cardtronics, Inc., a Delaware corporation.

(i) “Consultant” means any person who is not an employee or a Director and who is providing advisory or consulting services to the Company or any Affiliate.

(j) “Corporate Change” shall have the meaning assigned to such term in Paragraph XII(c) of the Plan.

(k) “Director” means an individual who is a member of the Board.

(l) An “employee” means any person (including a Director) in an employment relationship with the Company or any Affiliate.

(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(n) “Fair Market Value” means, as of any specified date, the mean of the high and low sales prices of the Common Stock (i) reported by the National Market System of NASDAQ on that date or (ii) if the Common Stock is listed on a national stock exchange, reported on the stock exchange composite tape on that date (or such other reporting service approved by the Committee); or, in either case, if no prices are reported on that date, on the last preceding date on which such prices of the Common Stock are so reported. If the Common Stock is traded over the counter at the time a determination of its fair market value is required to be made hereunder, its fair market value shall be deemed to be equal to the average between the reported high and low or closing bid and asked prices of Common Stock on the most recent date on which Common Stock was publicly traded. In the event Common Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its fair market value shall be made by the Committee in such manner as it deems appropriate and as is consistent with the requirements of section 409A of the Code.

(o) “Incentive Stock Option” means an incentive stock option within the meaning of section 422 of the Code

(p) “Option” means an Award granted under Paragraph VII of the Plan and includes both Incentive Stock Options to purchase Common Stock and Options that do not constitute Incentive Stock Options to purchase Common Stock.

(q) “Option Agreement” means a written agreement between the Company and a Participant with respect to an Option.

- 2 -

(r) “Participant” means an employee, Consultant, or Director who has been granted an Award.

(s) “Performance Award” means an Award granted under Paragraph IX of the Plan.

(t) “Performance Award Agreement” means a written agreement between the Company and a Participant with respect to a Performance Award.

(u) “Phantom Stock Award” means an Award granted under Paragraph X of the Plan.

(v) “Phantom Stock Award Agreement” means a written agreement between the Company and a Participant with respect to a Phantom Stock Award.

(w) “Plan” means the Cardtronics, Inc. 2007 Stock Incentive Plan, as amended from time to time.

(x) “Restricted Stock Agreement” means a written agreement between the Company and a Participant with respect to a Restricted Stock Award.

(y) “Restricted Stock Award” means an Award granted under Paragraph VIII of the Plan.

(z) “Rule 16b-3” means SEC Rule 16b-3 promulgated under the Exchange Act, as such may be amended from time to time, and any successor rule, regulation, or statute fulfilling the same or a similar function.

(aa) “Stock Appreciation Right” means a right to acquire, upon exercise of the right, Common Stock and/or, in the sole discretion of the Committee, cash having an aggregate value equal to the then excess of the Fair Market Value of the shares with respect to which the right is exercised over the exercise price therefor.

III. EFFECTIVE DATE AND DURATION OF THE PLAN

The Plan shall become effective upon the date of its adoption by the Board, provided the Plan is approved by the stockholders of the Company within 12 months thereafter. Notwithstanding any provision in the Plan, no Option shall be exercisable, no Restricted Stock Award or Bonus Stock Award shall be granted, and no Performance Award or Phantom Stock Award shall vest or become satisfiable prior to such stockholder approval. No further Awards may be granted under the Plan after 10 years from the date the Plan is adopted by the Board. The Plan shall remain in effect until all Options granted under the Plan have been exercised or expired, all Restricted Stock Awards granted under the Plan have vested or been forfeited, and all Performance Awards, Phantom Stock Awards, and Bonus Stock Awards have been satisfied or expired.

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IV. ADMINISTRATION

(a) Composition of Committee . The Plan shall be administered by a committee of, and appointed by, the Board. In the absence of the Board’s appointment of a Committee to administer the Plan, the Board shall serve as the Committee. Notwithstanding the foregoing, from and after the date upon which the Company becomes a “publicly held corporation” (as defined in section 162(m) of the Code and applicable interpretative authority thereunder), the Plan shall be administered by a committee of, and appointed by, the Board that shall be comprised solely of two or more outside Directors (within the meaning of the term “outside directors” as used in section 162(m) of the Code and applicable interpretive authority thereunder and within the meaning of the term “Non-Employee Director” as defined in Rule 16b-3).

(b) Powers . Subject to the express provisions of the Plan, the Committee shall have authority, in its discretion, to determine which employees, Consultants, or Directors shall receive an Award, the time or times when such Award shall be made, the type of Award that shall be made, the number of shares to be subject to each Option, Restricted Stock Award, or Bonus Stock Award, and the number of shares subject to or the value of each Performance Award or Phantom Stock Award. In making such determinations, the Committee shall take into account the nature of the services rendered by the respective employees, Consultants, or Directors, their present and potential contribution to the Company’s success, and such other factors as the Committee in its sole discretion shall deem relevant.

(c) Additional Powers . The Committee shall have such additional powers as are delegated to it by the other provisions of the Plan. Subject to the express provisions of the Plan, this shall include the power to construe the Plan and the respective agreements executed hereunder, to prescribe rules and regulations relating to the Plan, to determine the terms, restrictions, and provisions of the agreement relating to each Award, including such terms, restrictions, and provisions as shall be requisite in the judgment of the Committee to cause designated Options to qualify as Incentive Stock Options, and to make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any agreement relating to an Award in the manner and to the extent the Committee shall deem expedient to carry the Plan or any such agreement into effect. The determinations of the Committee on the matters referred to in this Paragraph IV shall be conclusive.

(d) Delegation of Authority by the Committee . Notwithstanding the preceding provisions of this Paragraph IV or any other provision of the Plan to the contrary, the Committee may from time to time, in its sole discretion, delegate to the Chief Executive Officer of the Company the administration (or interpretation of any provision) of the Plan, and the right to grant Awards under the Plan, insofar as such administration (and interpretation) and power to grant Awards relates to any person who is not subject to section 16 of the Exchange Act (including any successor section to the same or similar effect). Any such delegation may be effective only so long as the Chief Executive Officer of the Company is a Director, and the Committee may revoke such delegation at any time. The Committee may put any conditions and restrictions on the powers that may be exercised by the Chief Executive Officer of the Company upon such delegation as the Committee determines in its sole discretion. In the event of any

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conflict in a determination or interpretation under the Plan as between the Committee and the Chief Executive Officer of the Company, the determination or interpretation, as applicable, of the Committee shall be conclusive.

V. SHARES SUBJECT TO THE PLAN; AWARD LIMITS;
GRANT OF AWARDS

(a) Shares Subject to the Plan and Award Limits . Subject to adjustment in the same manner as provided in Paragraph XII with respect to shares of Common Stock subject to Options then outstanding, the aggregate maximum number of shares of Common Stock that may be issued under the Plan, and the aggregate maximum number of shares of Common Stock that may be issued under the Plan through Incentive Stock Options, shall not exceed 400,000 shares. Shares shall be deemed to have been issued under the Plan only to the extent actually issued and delivered pursuant to an Award. To the extent that an Award lapses or the rights of its holder terminate, any shares of Common Stock subject to such Award shall again be available for the grant of an Award under the Plan. In addition, shares issued under the Plan and forfeited back to the Plan, shares surrendered in payment of the exercise price or purchase price of an Award, and shares withheld for payment of applicable employment taxes and/or withholding obligations associated with an Award shall again be available for the grant of an Award under the Plan. Notwithstanding any provision in the Plan to the contrary, (i) the maximum number of shares of Common Stock that may be subject to Awards denominated in shares of Common Stock granted to any one individual during the term of the Plan may not exceed 50% of the aggregate maximum number of shares of Common Stock that may be issued under the Plan (as adjusted from time to time in accordance with the provisions of the Plan), and (ii) the maximum amount of compensation that may be paid under all Performance Awards denominated in cash (including the Fair Market Value of any shares of Common Stock paid in satisfaction of such Performance Awards) granted to any one individual during any calendar year may not exceed $1,000,000, and any payment due with respect to a Performance Award shall be paid no later than 10 years after the date of grant of such Performance Award. From and after the date upon which the Company becomes a “publicly held corporation” (as defined in section 162(m) of the Code and applicable interpretative authority thereunder), the limitations set forth in the preceding sentence shall be applied in a manner that will permit Awards that are intended to provide “performance-based” compensation for purposes of section 162(m) of the Code to satisfy the requirements of such section, including, without limitation, counting against such maximum number of shares, to the extent required under section 162(m) of the Code and applicable interpretive authority thereunder, any shares subject to Options or Stock Appreciation Rights that are canceled or repriced.

(b) Grant of Awards . The Committee may from time to time grant Awards to one or more employees, Consultants, or Directors determined by it to be eligible for participation in the Plan in accordance with the terms of the Plan.

(c) Stock Offered . Subject to the limitations set forth in Paragraph V(a), the stock to be offered pursuant to the grant of an Award may be authorized but unissued Common Stock or Common Stock previously issued and outstanding and reacquired by the Company. Any of such shares which remain unissued and which are not subject to outstanding Awards at the

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termination of the Plan shall cease to be subject to the Plan but, until termination of the Plan, the Company shall at all times make available a sufficient number of shares to meet the requirements of the Plan.

VI. ELIGIBILITY

Awards may be granted only to persons who, at the time of grant, are employees, Consultants, or Directors. An Award may be granted on more than one occasion to the same person, and, subject to the limitations set forth in the Plan, such Award may include an Incentive Stock Option, an Option that is not an Incentive Stock Option, a Restricted Stock Award, a Performance Award, a Phantom Stock Award, a Bonus Stock Award, or any combination thereof.

VII. STOCK OPTIONS

(a) Option Period . The term of each Option shall be as specified by the Committee at the date of grant, but in no event shall an Option be exercisable after the expiration of 10 years from the date of grant.

(b) Limitations on Exercise of Option . An Option shall be exercisable in whole or in such installments and at such times as determined by the Committee.

(c) Special Limitations on Incentive Stock Options . An Incentive Stock Option may be granted only to an individual who is employed by the Company or any parent or subsidiary corporation (as defined in section 424 of the Code) at the time the Option is granted. To the extent that the aggregate fair market value (determined at the time the respective Incentive Stock Option is granted) of stock with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year under all incentive stock option plans of the Company and its parent and subsidiary corporations exceeds $100,000, such Incentive Stock Options shall be treated as Options which do not constitute Incentive Stock Options. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury Regulations, and other administrative pronouncements, which of a Participant’s Incentive Stock Options will not constitute Incentive Stock Options because of such limitation and shall notify the Participant of such determination as soon as practicable after such determination. No Incentive Stock Option shall be granted to an individual if, at the time the Option is granted, such individual owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its parent or subsidiary corporation, within the meaning of section 422(b)(6) of the Code, unless (i) at the time such Option is granted, the option price is at least 110% of the Fair Market Value of the Common Stock subject to the Option and (ii) such Option by its terms is not exercisable after the expiration of five years from the date of grant. Except as otherwise provided in sections 421 or 422 of the Code, an Incentive Stock Option shall not be transferable otherwise than by will or the laws of descent and distribution and shall be exercisable during the Participant’s lifetime only by such Participant or the Participant’s guardian or legal representative.

(d) Option Agreement . Each Option shall be evidenced by an Option Agreement in such form and containing such provisions not inconsistent with the provisions of the Plan as the

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Committee from time to time shall approve, including, without limitation, provisions to qualify an Option as an Incentive Stock Option under section 422 of the Code. Each Option Agreement shall specify the effect of termination of (i) employment, (ii) the consulting or advisory relationship, or (iii) membership on the Board, as applicable, on the exercisability of the Option. An Option Agreement may provide for the payment of the option price, in whole or in part, by the delivery of a number of shares of Common Stock (plus cash if necessary) having a Fair Market Value equal to such option price. Moreover, an Option Agreement may provide for a “cashless exercise” of the Option by establishing procedures satisfactory to the Committee with respect thereto. Further, an Option Agreement may provide, on such terms and conditions as the Committee in its sole discretion may prescribe, for the grant of a Stock Appreciation Right in connection with the grant of an Option and, in such case, the exercise of the Stock Appreciation Right shall result in the surrender of the right to purchase a number of shares under the Option equal to the number of shares with respect to which the Stock Appreciation Right is exercised (and vice versa). In the case of any Stock Appreciation Right that is granted in connection with an Incentive Stock Option, such right shall be exercisable only when the Fair Market Value of the Common Stock exceeds the price specified therefor in the Option or the portion thereof to be surrendered. The terms and conditions of the respective Option Agreements need not be identical. Subject to the consent of the Participant, the Committee may, in its sole discretion, amend an outstanding Option Agreement from time to time in any manner that is not inconsistent with the provisions of the Plan (including, without limitation, an amendment that accelerates the time at which the Option, or a portion thereof, may be exercisable).

(e) Option Price and Payment . The price at which a share of Common Stock may be purchased upon exercise of an Option shall be determined by the Committee but, subject to adjustment as provided in Paragraph XII, such purchase price shall not be less than the Fair Market Value of a share of Common Stock on the date such Option is granted. The Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company, as specified by the Committee. The purchase price of the Option or portion thereof shall be paid in full in the manner prescribed by the Committee. Separate stock certificates shall be issued by the Company for those shares acquired pursuant to the exercise of an Incentive Stock Option and for those shares acquired pursuant to the exercise of any Option that does not constitute an Incentive Stock Option.

(f) Stockholder Rights and Privileges . The Participant shall be entitled to all the privileges and rights of a stockholder only with respect to such shares of Common Stock as have been purchased under the Option and for which certificates of stock have been registered in the Participant’s name.

(g) Options and Rights in Substitution for Options Granted by Other Employers . Options and Stock Appreciation Rights may be granted under the Plan from time to time in substitution for options and such rights held by individuals providing services to corporations or other entities who become employees, Consultants, or Directors as a result of a merger or consolidation or other business transaction with the Company or any Affiliate.

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VIII. RESTRICTED STOCK AWARDS

(a) Forfeiture Restrictions To Be Established by the Committee . Shares of Common Stock that are the subject of a Restricted Stock Award shall be subject to restrictions on disposition by the Participant and an obligation of the Participant to forfeit and surrender the shares to the Company under certain circumstances (the “Forfeiture Restrictions”). The Forfeiture Restrictions shall be determined by the Committee in its sole discretion, and the Committee may provide that the Forfeiture Restrictions shall lapse upon (i) the attainment of one or more performance measures established by the Committee that are based on (1) the price of a share of Common Stock, (2) the Company’s earnings per share, (3) the Company’s market share, (4) the market share of a business unit of the Company designated by the Committee, (5) the Company’s sales, (6) the sales of a business unit of the Company designated by the Committee, (7) the net income (before or after taxes) of the Company or any business unit of the Company designated by the Committee, (8) the cash flow or return on investment of the Company or any business unit of the Company designated by the Committee, (9) the earnings before or after interest, taxes, depreciation, and/or amortization of the Company or any business unit of the Company designated by the Committee, (10) the economic value added, (11) the return on capital, assets, or stockholders’ equity achieved by the Company, or (12) the total stockholders’ return achieved by the Company, (ii) the Participant’s continued employment with the Company or continued service as a Consultant or Director for a specified period of time, (iii) the occurrence of any event or the satisfaction of any other condition specified by the Committee in its sole discretion, or (iv) a combination of any of the foregoing. The performance measures described in clause (i) of the preceding sentence may be subject to adjustment for specified significant extraordinary items or events, may be absolute, relative to one or more other companies, or relative to one or more indexes, and may be contingent upon future performance of the Company or any Affiliate, division, or department thereof. Each Restricted Stock Award may have different Forfeiture Restrictions, in the discretion of the Committee.

(b) Other Terms and Conditions . Common Stock awarded pursuant to a Restricted Stock Award shall be represented by a stock certificate registered in the name of the Participant. Unless provided otherwise in a Restricted Stock Agreement, the Participant shall have the right to receive dividends with respect to Common Stock subject to a Restricted Stock Award, to vote Common Stock subject thereto, and to enjoy all other stockholder rights, except that (i) the Participant shall not be entitled to delivery of the stock certificate until the Forfeiture Restrictions have expired, (ii) the Company shall retain custody of the stock until the Forfeiture Restrictions have expired, (iii) the Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of the stock until the Forfeiture Restrictions have expired, (iv) a breach of the terms and conditions established by the Committee pursuant to the Restricted Stock Agreement shall cause a forfeiture of the Restricted Stock Award, and (v) with respect to the payment of any dividend with respect to shares of Common Stock subject to a Restricted Stock Award directly to the Participant, each such dividend shall be paid no later than the end of the calendar year in which the dividends are paid to stockholders of such class of shares or, if later, the fifteenth day of the third month following the date the dividends are paid to stockholders of such class of shares. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms, conditions, or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining to the termination of employment or service as a Consultant or

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Director (by retirement, disability, death, or otherwise) of a Participant prior to expiration of the Forfeitures Restrictions. Such additional terms, conditions, or restrictions shall be set forth in a Restricted Stock Agreement made in conjunction with the Award.

(c) Payment for Restricted Stock . The Committee shall determine the amount and form of any payment for Common Stock received pursuant to a Restricted Stock Award, provided that in the absence of such a determination, a Participant shall not be required to make any payment for Common Stock received pursuant to a Restricted Stock Award, except to the extent otherwise required by law.

(d) Committee’s Discretion to Accelerate Vesting of Restricted Stock Awards . The Committee may, in its discretion and as of a date determined by the Committee, fully vest any or all Common Stock awarded to a Participant pursuant to a Restricted Stock Award and, upon such vesting, all restrictions applicable to such Restricted Stock Award shall terminate as of such date. Any action by the Committee pursuant to this Subparagraph may vary among individual Participants and may vary among the Restricted Stock Awards held by any individual Participant. Notwithstanding the preceding provisions of this Subparagraph, the Committee may not take any action described in this Subparagraph with respect to a Restricted Stock Award that has been granted to a “covered employee” (within the meaning of Treasury Regulation section 1.162-27(c)(2)) if such Award has been designed to meet the exception for performance-based compensation under section 162(m) of the Code.

(e) Restricted Stock Agreements . At the time any Award is made under this Paragraph VIII, the Company and the Participant shall enter into a Restricted Stock Agreement setting forth each of the matters contemplated hereby and such other matters as the Committee may determine to be appropriate. The terms and provisions of the respective Restricted Stock Agreements need not be identical. Subject to the consent of the Participant and the restriction set forth in the last sentence of Subparagraph (d) above, the Committee may, in its sole discretion, amend an outstanding Restricted Stock Agreement from time to time in any manner that is not inconsistent with the provisions of the Plan.

IX. PERFORMANCE AWARDS

(a) Performance Period . The Committee shall establish, with respect to and at the time of each Performance Award, the number of shares of Common Stock subject to, or the maximum value of, the Performance Award and the performance period over which the performance applicable to the Performance Award shall be measured.

(b) Performance Measures . A Performance Award shall be awarded to a Participant contingent upon future performance of the Company or any Affiliate, division, or department thereof during the performance period. The Committee shall establish the performance measures applicable to such performance either (i) prior to the beginning of the performance period or (ii) within 90 days after the beginning of the performance period if the outcome of the performance targets is substantially uncertain at the time such targets are established, but not later than the date that 25% of the performance period has elapsed; provided such measures may be made subject to adjustment for specified significant extraordinary items or events. The

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performance measures may be absolute, relative to one or more other companies, or relative to one or more indexes. The performance measures established by the Committee may be based upon (1) the price of a share of Common Stock, (2) the Company’s earnings per share, (3) the Company’s market share, (4) the market share of a business unit of the Company designated by the Committee, (5) the Company’s sales, (6) the sales of a business unit of the Company designated by the Committee, (7) the net income (before or after taxes) of the Company or any business unit of the Company designated by the Committee, (8) the cash flow or return on investment of the Company or any business unit of the Company designated by the Committee, (9) the earnings before or after interest, taxes, depreciation, and/or amortization of the Company or any business unit of the Company designated by the Committee, (10) the economic value added, (11) the return on capital, assets, or stockholders’ equity achieved by the Company, (12) the total stockholders’ return achieved by the Company, or (13) a combination of any of the foregoing. The Committee, in its sole discretion, may provide for an adjustable Performance Award value based upon the level of achievement of performance measures and/or provide for a reduction in the value of a Performance Award during the performance period.

(c) Awards Criteria . In determining the value of Performance Awards, the Committee shall take into account a Participant’s responsibility level, performance, potential, other Awards, and such other considerations as it deems appropriate. The Committee, in its sole discretion, may provide for a reduction in the value of a Participant’s Performance Award during the performance period.

(d) Payment . Following the end of the performance period, the holder of a Performance Award shall be entitled to receive payment of an amount not exceeding the number of shares of Common Stock subject to, or the maximum value of, the Performance Award, based on the achievement of the performance measures for such performance period, as determined and certified in writing by the Committee. Payment of a Performance Award may be made in cash, Common Stock, or a combination thereof, as determined by the Committee. Payment shall be made in a lump sum or in installments as prescribed by the Committee. If a Performance Award covering shares of Common Stock is to be paid in cash, such payment shall be based on the Fair Market Value of the Common Stock on the payment date or such other date as may be specified by the Committee in the Performance Award Agreement.

(e) Termination of Award . A Performance Award shall terminate if the Participant does not remain continuously in the employ of the Company and its Affiliates or does not continue to perform services as a Consultant or a Director for the Company and its Affiliates at all times during the applicable performance period, except as may be determined by the Committee.

(f) Performance Award Agreements . At the time any Award is made under this Paragraph IX, the Company and the Participant shall enter into a Performance Award Agreement setting forth each of the matters contemplated hereby and such additional matters as the Committee may determine to be appropriate. The terms and provisions of the respective Performance Award Agreements need not be identical.

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X. PHANTOM STOCK AWARDS

(a) Phantom Stock Awards . Phantom Stock Awards are rights to receive shares of Common Stock (or the Fair Market Value thereof), or rights to receive an amount equal to any appreciation or increase in the Fair Market Value of Common Stock over a specified period of time, which vest over a period of time as established by the Committee, without satisfaction of any performance criteria or objectives. The Committee may, in its discretion, require payment or other conditions of the Participant respecting any Phantom Stock Award. A Phantom Stock Award may include, without limitation, a Stock Appreciation Right that is granted independently of an Option; provided, however, that the exercise price per share of Common Stock subject to the Stock Appreciation Right shall be determined by the Committee but, subject to adjustment as provided in Paragraph XII, such exercise price shall not be less than the Fair Market Value of a share of Common Stock on the date such Stock Appreciation Right is granted.

(b) Award Period . The Committee shall establish, with respect to and at the time of each Phantom Stock Award, a period over which the Award shall vest with respect to the Participant.

(c) Awards Criteria . In determining the value of Phantom Stock Awards, the Committee shall take into account a Participant’s responsibility level, performance, potential, other Awards, and such other considerations as it deems appropriate.

(d) Payment . Following the end of the vesting period for a Phantom Stock Award (or at such other time as the applicable Phantom Stock Award Agreement may provide), the holder of a Phantom Stock Award shall be entitled to receive payment of an amount, not exceeding the maximum value of the Phantom Stock Award, based on the then vested value of the Award. Payment of a Phantom Stock Award may be made in cash, Common Stock, or a combination thereof as determined by the Committee. Payment shall be made in a lump sum or in installments as prescribed by the Committee. Any payment to be made in cash shall be based on the Fair Market Value of the Common Stock on the payment date or such other date as may be specified by the Committee in the Phantom Stock Award Agreement. Cash dividend equivalents may be paid during or after the vesting period with respect to a Phantom Stock Award, as determined by the Committee.

(e) Termination of Award . A Phantom Stock Award shall terminate if the Participant does not remain continuously in the employ of the Company and its Affiliates or does not continue to perform services as a Consultant or a Director for the Company and its Affiliates at all times during the applicable vesting period, except as may be otherwise determined by the Committee.

(f) Phantom Stock Award Agreements . At the time any Award is made under this Paragraph X, the Company and the Participant shall enter into a Phantom Stock Award Agreement setting forth each of the matters contemplated hereby and such additional matters as the Committee may determine to be appropriate. The terms and provisions of the respective Phantom Stock Award Agreements need not be identical.

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XI. BONUS STOCK AWARDS

Each Bonus Stock Award granted to a Participant shall constitute a transfer of unrestricted shares of Common Stock on such terms and conditions as the Committee shall determine. Bonus Stock Awards shall be made in shares of Common Stock and need not be subject to performance criteria or objectives or to forfeiture. The purchase price, if any, for shares of Common Stock issued in connection with a Bonus Stock Award shall be determined by the Committee in its sole discretion.

XII. RECAPITALIZATION OR REORGANIZATION

(a) No Effect on Right or Power . The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization, or other change in the Company’s or any Affiliate’s capital structure or its business, any merger or consolidation of the Company or any Affiliate, any issue of debt or equity securities ahead of or affecting Common Stock or the rights thereof, the dissolution or liquidation of the Company or any Affiliate, any sale, lease, exchange, or other disposition of all or any part of its assets or business, or any other corporate act or proceeding.

(b) Subdivision or Consolidation of Shares; Stock Dividends . The shares with respect to which Awards may be granted are shares of Common Stock as presently constituted, but if, and whenever, prior to the expiration of an Award theretofore granted, the Company shall effect a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend on Common Stock without receipt of consideration by the Company, the number of shares of Common Stock with respect to which such Award may thereafter be exercised or satisfied, as applicable (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per share shall be proportionately increased. Any fractional share resulting from such adjustment shall be rounded up to the next whole share.

(c) Recapitalizations and Corporate Changes . If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”), the number and class of shares of Common Stock covered by an Award theretofore granted shall be adjusted so that such Award shall thereafter cover the number and class of shares of stock and securities to which the Participant would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the Participant had been the holder of record of the number of shares of Common Stock then covered by such Award. If (i) the Company shall not be the surviving entity in any merger or consolidation (or survives only as a subsidiary of an entity), (ii) the Company sells, leases, or exchanges or agrees to sell, lease, or exchange all or substantially all of its assets to any other person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any person or entity, including a “group” as contemplated by section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Company’s voting stock (based upon voting power), or (v) as a result of or in connection with a contested election

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of Directors, the persons who were Directors of the Company before such election shall cease to constitute a majority of the Board (each such event is referred to herein as a “Corporate Change”), no later than (x) 10 days after the approval by the stockholders of the Company of such merger, consolidation, reorganization, sale, lease, or exchange of assets or dissolution or such election of Directors or (y) 30 days after a Corporate Change of the type described in clause (iv), the Committee, acting in its sole discretion without the consent or approval of any Participant, shall effect one or more of the following alternatives, which alternatives may vary among individual Participants and which may vary among Options or Stock Appreciation Rights held by any individual Participant: (1) accelerate the time at which Options or Stock Appreciation Rights then outstanding may be exercised so that such Awards may be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee, after which specified date all such unexercised Awards and all rights of Participants thereunder shall terminate, (2) require the mandatory surrender to the Company by all or selected Participants of some or all of the outstanding Options or Stock Appreciation Rights held by such Participants (irrespective of whether such Awards are then exercisable under the provisions of the Plan) as of a date, before or after such Corporate Change, specified by the Committee, in which event the Committee shall thereupon cancel such Awards and the Company shall pay (or cause to be paid) to each Participant an amount of cash per share equal to the excess, if any, of the amount calculated in Subparagraph (d) below (the “Change of Control Value”) of the shares subject to such Awards over the exercise price(s) under such Awards for such shares, or (3) make such adjustments to Options or Stock Appreciation Rights then outstanding as the Committee deems appropriate to reflect such Corporate Change and to prevent the dilution or enlargement of rights (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to such Awards then outstanding), including, without limitation, adjusting such an Award to provide that the number and class of shares of Common Stock covered by such Award shall be adjusted so that such Award shall thereafter cover securities of the surviving or acquiring corporation or other property (including, without limitation, cash) as determined by the Committee in its sole discretion.

(d) Change of Control Value . For the purposes of clause (2) in Subparagraph (c) above, the “Change of Control Value” shall equal the amount determined in clause (i), (ii) or (iii), whichever is applicable, as follows: (i) the per share price offered to stockholders of the Company in any such merger, consolidation, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Corporate Change takes place, or (iii) if such Corporate Change occurs other than pursuant to a tender or exchange offer, the fair market value per share of the shares into which such Options or Stock Appreciation Rights being surrendered are exercisable, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Awards. In the event that the consideration offered to stockholders of the Company in any transaction described in this Subparagraph (d) or Subparagraph (c) above consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

(e) Other Changes in the Common Stock . In the event of changes in the outstanding Common Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, split-ups, split-offs, spin-offs, exchanges, or other relevant

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changes in capitalization or distributions to the holders of Common Stock occurring after the date of the grant of any Award and not otherwise provided for by this Paragraph XII, such Award and any agreement evidencing such Award shall be subject to adjustment by the Committee at its sole discretion as to the number and price of shares of Common Stock or other consideration subject to such Award so as to prevent the dilution or enlargement of rights. In the event of any such change in the outstanding Common Stock or distribution to the holders of Common Stock, or upon the occurrence of any other event described in this Paragraph XII, the aggregate maximum number of shares available under the Plan, the aggregate maximum number of shares that may be issued under the Plan through Incentive Stock Options, and the maximum number of shares that may be subject to Awards granted to any one individual shall be appropriately adjusted to the extent, if any, determined by the Committee, whose determination shall be conclusive.

(f) Stockholder Action . Any adjustment provided for in the above Subparagraphs shall be subject to any required stockholder action.

(g) No Adjustments Unless Otherwise Provided . Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject to Awards theretofore granted or the purchase price per share, if applicable.

XIII. AMENDMENT AND TERMINATION OF THE PLAN

The Board in its discretion may terminate the Plan at any time with respect to any shares of Common Stock for which Awards have not theretofore been granted. The Board shall have the right to alter or amend the Plan or any part thereof from time to time; provided that no change in the Plan may be made that would impair the rights of a Participant with respect to an Award theretofore granted without the consent of the Participant, and provided, further, that the Board may not, without approval of the stockholders of the Company, amend the Plan to increase the maximum aggregate number of shares that may be issued under the Plan, increase the maximum number of shares that may be issued under the Plan through Incentive Stock Options, or change the class of individuals eligible to receive Awards under the Plan.

XIV. MISCELLANEOUS

(a) No Right To An Award . Neither the adoption of the Plan nor any action of the Board or of the Committee shall be deemed to give any individual any right to be granted an Option, a right to a Restricted Stock Award, a right to a Performance Award, a right to a Phantom Stock Award, a right to a Bonus Stock Award, or any other rights hereunder except as may be evidenced by an Award agreement duly executed on behalf of the Company, and then only to the extent and on the terms and conditions expressly set forth therein. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of funds or assets to assure the performance of its obligations under any Award.

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(b) No Employment/Membership Rights Conferred . Nothing contained in the Plan shall (i) confer upon any employee or Consultant any right with respect to continuation of employment or of a consulting or advisory relationship with the Company or any Affiliate or (ii) interfere in any way with the right of the Company or any Affiliate to terminate his or her employment or consulting or advisory relationship at any time. Nothing contained in the Plan shall confer upon any Director any right with respect to continuation of membership on the Board.

(c) Other Laws; Withholding . The Company shall not be obligated to issue any Common Stock pursuant to any Award granted under the Plan at any time when the shares covered by such Award have not been registered under the Securities Act of 1933, as amended, and such other state and federal laws, rules, and regulations as the Company or the Committee deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules, and regulations available for the issuance and sale of such shares. No fractional shares of Common Stock shall be delivered, nor shall any cash in lieu of fractional shares be paid. The Company shall have the right to deduct in connection with all Awards any taxes required by law to be withheld and to require any payments required to enable it to satisfy its withholding obligations.

(d) No Restriction on Corporate Action . Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate from taking any action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan. No Participant, beneficiary or other person shall have any claim against the Company or any Affiliate as a result of any such action.

(e) Restrictions on Transfer . An Award (other than an Incentive Stock Option, which shall be subject to the transfer restrictions set forth in Paragraph VII(c)) shall not be transferable otherwise than (i) by will or the laws of descent and distribution, (ii) pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder, or (iii) with the consent of the Committee.

(f) Governing Law . The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws principles thereof.

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Exhibit 31.1

SECTION 302 CERTIFICATION

I, Jack Antonini, certify that:

1.		I have reviewed this Quarterly Report on Form 10-Q of Cardtronics, Inc (the “registrant”);

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects that financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	a.		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	c.		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonable likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

	a.		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2007


		/s/ Jack Antonini

		Jack Antonini
		President and Chief Executive Officer

Exhibit 31.2

SECTION 302 CERTIFICATION

I, J. Chris Brewster, certify that:

1.		I have reviewed this Quarterly Report on Form 10-Q of Cardtronics, Inc (the “registrant”);

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects that financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	a.		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	c.		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonable likely to materially affect, the registrant’s internal control over financial reporting; and


5.		The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

	a.		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2007


		/s/ J. Chris Brewster

		J. Chris Brewster
		Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarter Report of Cardtronics, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2007, as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), I, Jack Antonini, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.		The Report fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended; and

2.		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


		/s/ Jack Antonini

		Jack Antonini
		President and Chief Executive Officer
		(Principal Executive Officer)
November 8, 2007

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarter Report of Cardtronics, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2007, as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), I, J. Chris Brewster, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.		The Report fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended; and

2.		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


		/s/ J. Chris Brewster

		J. Chris Brewster
		Chief Financial Officer
		(Principal Financial and Accounting Officer)
November 8, 2007