Sample Business Contracts

ATM Vault Cash Agreement - First Bank and Trust and Cardpro Inc. d/b/a Cardtronics

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                            ATM VAULT CASH AGREEMENT

         THIS ATM VAULT CASH AGREEMENT ("Agreement") is entered into as of
February 1, 2001 between First Bank and Trust ("FBT"), a Louisiana financial
institution and Cardpro, Inc. d/b/a Cardtronics, a Texas Corporation ("ATM


         A.       ATM Owner leases, owns or otherwise controls various automated
                  teller machines.

         B.       FBT is a contractual party to agreements with regional and
                  national organizations that establish rules for the placement,
                  settlement and transmission of automatic teller machines and
                  their data (the "Networks").

         C.       ATM Owner desires to enter into a cash arrangement with FBT
                  pursuant to which FBT will place vault cash of FBT in certain
                  automated teller machines of ATM Owner (the "ATMs").

         D.       Columbus Data Services, LLC. ("CDS") may act from time to time
                  as an independent contractor on behalf of FBT with respect to
                  FBT's agreements hereunder.

         THEREFORE, in consideration of the premises, ATM Owner and FBT agree as

1.       Vault Cash.

         (1)      ATM Owner agrees to allow FBT to place FBT's vault cash
                  ("Vault Cash") in the ATMs from time to time in such amounts
                  as FBT may desire. FBT shall arrange for Vault Cash to be
                  delivered by FBT's designated carriers to specific ATMs at
                  specific locations as agreed to from time to time by FBT and
                  ATM Owner. FBT shall approve all designated carriers, and such
                  approval will not be unreasonably withheld, that will handle
                  FBT's Vault Cash and will approve the location of any ATMs
                  subject to this Agreement.

         (2)      ATM Owner agrees that at all times the Vault Cash shall be the
                  property of FBT, and ATM Owner agrees to indemnify and hold
                  harmless FBT for any damage to, or loss of, Vault Cash
                  delivered to any ATMs until the Vault Cash has been
                  successfully returned to FBT or its designated carrier.

         (3)      At all times FBT shall have the full ownership, title, use,
                  rights and benefits to all Vault Cash located in any ATM.

         (4)      ATM Owner agrees that all Vault Cash can be retrieved from any
                  ATMs by FBT at FBT's sole discretion and option and without
                  consent from, or notice to, ATM Owner.


         (5)      All Vault Cash placed in any ATM shall at all times be the
                  sole property of FBT and shall not be subject to any manner of
                  set off rights, lien, security interest, attachment, seizure
                  or other process or agreement by or relating to the property
                  of ATM Owner. ATM Owner shall take all necessary steps to
                  identify and protect FBT's ownership rights in the Vault Cash.

         (6)      All Vault Cash placed in an ATM pursuant to this Agreement
                  will be considered "vault cash" of FBT for the purposes of
                  reporting pursuant to Regulation D of the Federal Reserve
                  Board (12 CFR 204) until such time that the currency may be
                  dispensed from an ATM. ATM Owner shall not report, treat or
                  consider such currency as "vault cash" for any reporting
                  purposes or otherwise.

         (7)      ATM Owner shall furnish such assistance as FBT may reasonably
                  request in order for FBT to comply with any regulatory, record
                  keeping or reporting requirements applicable to FBT with
                  respect to the ATMs or the Vault Cash.

2.       Delivery of Vault Cash.

         (1)      FBT shall arrange for FBT's designated carriers to load and
                  unload Vault Cash from the ATMs at ATM Owner's cost and
                  expense. The Vault Cash shall be delivered in denominations
                  acceptable to FBT as set forth on Schedule 1 hereof or
                  pursuant to amendments to such schedule agreed to from time to
                  time between FBT and ATM Owner. The designated carriers shall
                  be retained by, considered the independent contractors of, and
                  be directed solely by FBT at all times and for all purposes
                  under this Agreement. At FBT's request, ATM Owner shall
                  provide each of FBT's designated carriers with irrevocable
                  written instructions acknowledging that ATM Owner has no
                  rights in the Vault Cash and granting such carrier access to
                  all ATMs to allow the carrier to add or retrieve any Vault
                  Cash from any ATM at any time without consent from, or notice
                  to, ATM Owner.

         (2)      The initial ATMs to be subject to this Agreement are described
                  on Schedule 1 hereto. To add a new ATM to this Agreement, ATM
                  Owner shall notify FBT in writing, which notice shall specify
                  the location, projected opening date, anticipated quantity and
                  denomination of Vault Cash needed, hours of operation, and
                  such other information as FBT may require with respect to the
                  new ATM. FBT will notify ATM Owner following receipt of such
                  notice if FBT will consent to adding the new ATM to this
                  Agreement. FBT shall be under no obligation to consent to the
                  adding of any additional ATMs to this Agreement. If the
                  consent is given, ATM Owner and FBT will at ATM Owner's cost
                  establish a mutually agreeable initial cash limit for the new
                  ATM pursuant to an amendment to Schedule 1. Upon approval and
                  establishment of the new cash limit, the ATM will be
                  considered subject in all respects to the provisions of this

         (3)      ATM Owner may not remove, relocate or terminate any ATM from
                  this Agreement unless FBT gives its prior written approval.
                  ATM Owner shall provide a written request for removal of an
                  ATM at least 48 to 72 hours prior to anticipated date for
                  removal. Prior to the removal or termination of any ATM



                  from this Agreement pursuant to this Section 2(c), ATM Owner
                  shall pay FBT the full amount reflected on FBT's records as
                  being in an ATM less the amount actually recovered by FBT or
                  its authorized carrier upon the removal or termination of an
                  ATM from this Agreement together with the full amount of any
                  accrued but unpaid fees, charges, and costs related to the
                  ATM, and subject to any insurance benefit due owner to the
                  extent any loss is subject to insurance coverage.

3.       ATM Transactions.

         (1)      Vault Cash placed in an ATM shall be dispensed only to
                  customers of participants in the Networks by means of an
                  access device approved by, and subject to an acceptable
                  contractual arrangement with, FBT and pursuant to agreements
                  between FBT and the institutions participating in the
                  Networks. All computer access, processing, and transmissions
                  at the ATMs will be done at ATM Owner's cost.

         (2)      ATM Owner shall at all times abide by, and operate in
                  accordance with, all applicable laws, rules and regulations
                  with respect to the ATMs, including rules and regulations
                  requiring consumer disclosures and warnings, rules relating to
                  the ownership and operation of ATMs including the by-laws and
                  operating regulations of the Networks, Regulation E of the
                  Federal Reserve Board (12 CFR 205 et seq.), ATM safety laws,
                  and all other applicable federal and state laws.

         (3)      FBT shall establish from time to time cash limits for each ATM
                  covered by this Agreement. The cash limit shall be determined
                  on estimated cash needs for each ATM with restocking of
                  approximately two (2) times per month or upon a schedule
                  mutually agreed to by FBT and ATM Owner. FBT may, from time to
                  time, in its sole discretion, which discretion may be
                  unreasonably withheld, agree to allow Vault Cash in excess of
                  the cash limit for any particular ATM upon the request of ATM
                  Owner based upon seasonal use and needs of a particular ATM.
                  Notwithstanding the foregoing, FBT shall have no liability if
                  inadequate Vault Cash is in an ATM at any time. The owner may
                  use insurance benefits due owner to the extent any loss is
                  subject to insurance coverage.

         (4)      ATM Owner shall also obtain and maintain at ATM Owner's
                  expense all permits and licenses required to operate each ATM.

4.       Settlement for Disbursements of Vault Cash.

         (1)      ATM Owner shall be responsible for, and indemnify and hold
                  harmless FBT with respect to, any Vault Cash dispensed or
                  removed from an ATM other than by FBT or FBT's authorized
                  carrier. The ATM Owner shall be fully liable hereunder for all
                  Vault Cash placed in an ATM regardless if the amount of Vault
                  Cash exceeds any established cash limit. The owner may use
                  insurance benefits due owner, to the extent any loss is
                  subject to insurance coverage.



         (2)      FBT shall establish one or more accounts or subaccounts (each
                  an "Account") at FBT (or in FBT's name if at another financial
                  institution) for the purpose of depositing the gross amount of
                  all settlement proceeds, Network interchange receipts, ATM
                  surcharges, and credit and debit adjustments, and any other
                  amounts due to FBT by ATM Owner hereunder, including any
                  amounts of Vault Cash dispensed or removed from an ATM. Unless
                  otherwise agreed, all settlement charges will go into a
                  settlement account while network interchange receipts, ATM
                  surcharges and credit and debit adjustments go into other
                  accounts. All Accounts shall be non-interest bearing unless
                  otherwise agreed to in writing by FBT. ATM Owner shall arrange
                  for sufficient funds to be in the Accounts at all times to
                  satisfy all of ATM Owner's anticipated daily cash obligations
                  and other obligations hereunder to FBT. ATM Owner shall have
                  no legal or contractual rights to any of the funds in the
                  Accounts other than the net difference between all such
                  balances and the total amounts due FBT.

         (3)      ATM Owner agrees to establish an escrow account (the "Escrow
                  Account") with FBT as additional security for all of ATM
                  Owner's obligations to FBT hereunder. ATM Owner grants to FBT
                  a first priority security interest and contractual right of
                  setoff in the Escrow Account. The amount of funds required to
                  be in the Escrow Account (or related compensating balances)
                  and the extent to which interest will be paid thereon, if any,
                  is set forth on Schedule 2 hereto. In the event the Accounts
                  do not contain sufficient funds to cover any obligation of ATM
                  Owner to FBT, FBT shall be entitled to deduct funds from the
                  Escrow Account. Any deductions shall be replenished by ATM
                  Owner within five (5) days of notice from FBT. FBT will settle
                  accounts with the ATM Owner on a monthly basis.

         (4)      FBT shall provide the following reports to ATM Owner, on a
                  periodic basis:

                  (i)      the amount of currency dispensed from each ATM, the
                           amount of currency loaded into canisters in each ATM,
                           and the amount of currency held for stocking each ATM
                           and in transhipment by the designated carriers; and

                  (ii)     a settlement statement reflecting interchange fees,
                           costs, expenses, and fees due FBT (or its
                           contractors) and amounts due the ATM Owner.

5.       Data Processing.

All data processing with respect to the ATMs will be at ATM Owner's sole cost
and expense through CDS or another third party settlement processor arranged by
FBT. ATM Owner shall not have any authority to change any settlement accounts
without the express written consent of FBT. ATM Owner shall be liable for any
costs or damages incurred by any delays in transmitting data if the delay causes
a loss in receiving any credits or debits with respect to any settlements.



6.       Insurance.

Prior to any Vault Cash being placed in any ATM, ATM Owner shall obtain through
FBT and maintain throughout the term of this Agreement the following insurance
coverages (including deductibles and self-retention as FBT may approve) at ATM
Owner's sole cost and expense with insurance companies having an A.M. Best
Rating of A-VII or better or otherwise acceptable to FBT, with coverages, at
least, as follows (subject to ATM Owner's desire for higher amounts communicated
in writing and at ATM Owner's cost):

         (1)      Comprehensive or commercial general liability insurance,
                  including coverage for products, completed operations, and
                  blanket contractual liability for all obligations of ATM Owner
                  under this Agreement. The comprehensive general liability
                  shall provide minimum combined bodily injury and property
                  damage coverage limits of $1,000,000 per occurrence and
                  $4,000,000 in the aggregate.

         (2)      Comprehensive Crime Coverage, including employee
                  dishonesty/fidelity coverage for all ATM Owner's employees,
                  officers and agents, and on-premise (loss inside the premises)
                  and in-transit (loss outside the premises) with a limit of at
                  least $90,000 (but in no event less than the highest amount of
                  vault cash placed in the ATM) for each ATM covered by this
                  Agreement and aggregate coverage of at least $2,000,000.

FBT will arrange for these insurance coverages at ATM Owner's expense, including
a handling fee in accordance with Schedule 3. All insurance policies shall name
FBT as loss payee and additional insured thereunder and shall provide that FBT
will receive 30 days prior notice before the cancellation or termination
thereof. ATM Owner shall strictly adhere to all risk management policies as FBT
may determine and communicate to Owner are reasonably necessary and prudent for
the Vault Cash Services under this Agreement. FBT shall provide at ATM Owner's
sole cost and expense an annual review of ATM Owner's insurance coverages and
policies. FBT is entitled to coordinate this annual review and be paid a
handling fee in accordance with Schedule 3.

7.       Fees, Expenses and Network Interchange Fees.

         (1)      ATM Owner agrees to pay the costs, fees and other charges set
                  forth in Schedule 3 to this Agreement as compensation to FBT
                  for all services provided herein.

         (2)      ATM Owner further agrees to be responsible for all costs and
                  expenses incurred by FBT related to any contract with any
                  armored car carriers, security or alarm providers, insurance
                  carriers, computer service processors and providers,
                  telecommunications providers, CDS or other independent
                  contractors retained by FBT to provide services under this

         (3)      ATM Owner shall be responsible for all reasonable out-of
                  pocket expenses, including travel costs, incurred by FBT in
                  connection with the services provided by any and all FBT
                  employees and contractors engaged for balancing and



                  reconciling the ATM accounts to the Network remittances and
                  for the audit of the ATMs.

         (4)      ATM Owner shall be responsible for all fees, charges, and
                  amounts assessed by CDS, any Network or any other computer
                  telecommunications or other system provider, including any
                  fees for charge backs, insurance shortages, loss of cash and
                  transfer fees.

         (5)      ATM Owner authorizes FBT to deduct all costs, fees and charges
                  (including any charges or amounts due under Section 4 hereof
                  and/or Schedule 3) due under this Agreement from the Accounts
                  on a daily basis. FBT shall furnish ATM Owner on a monthly
                  basis with a summary of all fees and settlements in accordance
                  with Section 4(d) hereof. Expenses for services will be
                  deducted from Customer monthly.

         (6)      FBT may from time to time increase any fees or charges
                  hereunder upon 30 days prior written notice to ATM Owner;
                  provided, however, that if ATM Owner shall find such changes
                  to be unacceptable, ATM Owner may give notice within the
                  30-day period that it intends to terminate the Agreement
                  within 60 days without penalty.

8.       Risk of Loss.

ATM Owner shall bear all risk of loss, theft, damage, destruction, fraud or
incorrect dispensing of any Vault Cash placed in any ATM pursuant to this
Agreement, and ATM Owner shall indemnify and hold harmless FBT pursuant to
Section 8 hereof with respect to any cost, damage or loss FBT may occasion as a
result thereof, subject to any insurance benefits due owner.

9.       Indemnity.

ATM Owner agrees to indemnify and hold harmless FBT from and against any and all
losses, liabilities, claims by third parties (including any carriers, the
Networks, any computer or telecommunications provider, or any other party
engaged by FBT to provide services or support hereunder), damages, costs and
expenses of any and every kind (including attorney's fees and expenses) to which
FBT may incur or be subjected to and arising out of or attributed, directly or
indirectly, to the provision of Vault Cash to any ATM or to the performance or
non-performance of any other services or of any obligations under this
Agreement, provided, however, that ATM Owner shall not be obligated to indemnify
FBT against any loss resulting from FBT's gross negligence or willful

10.      Audits.

ATM Owner shall allow FBT and its designees, including any regulatory or
supervisory body to which FBT may be subject, at ATM Owner's cost and expense to
examine any books, records and ATM facilities that FBT or its designees may deem
appropriate in order to determine compliance with the terms of this Agreement
and applicable laws and regulations. ATM Owner shall allow FBT or its designees
access to any audit reports conducted by ATM Owner or its agents with respect to
the ATMs. FBT shall have the right to perform such inspections and



audits as FBT, in its sole discretion, deems necessary, and ATM Owner shall bear
any and all expenses associated with the audits. In the event of any financial
discrepancies, FBT's records of amounts of Vault Cash placed in an ATM or
disbursed to a designated carrier, amounts received by FBT and amounts owed by
ATM Owner to FBT shall be conclusive and binding, absent manifest error in

11.      Term and Termination.

This Agreement shall be effective for four (4) years from the date set forth on
page one hereof and shall be automatically extended for successive annual
renewal terms, unless either party shall deliver written notice to the other
party of cancellation at least sixty (60) days prior to the end of any term;
provided that FBT may cancel this Agreement for cause or regulatory need upon
twenty-four (24) hours notice.

This Agreement shall be automatically terminated immediately if its continuation
would result in a violation of any law or regulation, or if a regulatory
authority determines, through staff opinion or otherwise, that currency placed
in an ATM or with a designated carrier(s) pursuant to Section 1 of this
Agreement is not "vault cash" as defined in 12 CFR 204.2(k) of Federal Reserve
Regulation D.

12.      Reporting.

ATM Owner shall submit annual audited financial statements no later than May 31
each year for the year then ended, quarterly management-prepared financial
statements within thirty days of the close of each calendar quarter for the
quarter then ended, income tax returns no later than May 31 each year for the
year then ended, personal financial statements and tax returns of ATM Owner's
owners no later than May 31 each year for the year then ended, and other such
financial reporting and information as FBT may require.

13.      Security Interests.

In order to secure ATM Owner's contractual obligations to FBT hereunder,
including all indemnity obligations with respect to the Vault Cash placed in an
ATM, ATM Owner grants to FBT a continuing first priority security interest in
the ATMs, subject to the security interest of any third party providing the
direct financing of any ATM equipment, all funds maintained in any of the
Accounts and the Escrow Account, all funds maintained in any other account of
the ATM Owner located at FBT or in an account controlled by FBT, all funds and
other proceeds due ATM Owner with respect to any of the ATMs, including
settlement charges due from any users of an ATM, and all proceeds of the
foregoing. The ATM Owner's obligations hereunder shall be personally guaranteed
by the joint and several (solidary) guarantees of the owners of ATM Owner. ATM
Owner shall also execute and deliver at ATM Owner's expense such financing
statements and other documents as FBT may require in order to perfect the
foregoing security interests.

14.      FBT Performance by Independent Contractors.

FBT shall be authorized to delegate some, or all, of its obligations under this
Agreement to one or more independent contractors for the performance of FBT's
duties hereunder. ATM Owner is



hereby authorized to deal with CDS, or any other contractor as to whom ATM Owner
is notified in writing by FBT as being a contractor for matters under this
Agreement. All acts of CDS or any other such independent contractor under this
Agreement shall constitute acts of FBT for all purposes hereof.

15.      Default.

If ATM Owner fails to maintain sufficient funds in the Accounts or the Escrow
Account as required herein, if ATM owner shall fail to pay any amounts otherwise
due FBT on a timely basis (without any demand or notice, both of which are
hereby expressly waived), if FBT is unable to access any ATM for any reason, if
any attachment, garnishment, levy or action is filed against ATM Owner or any of
its property, or if there is filed by or against ATM Owner any bankruptcy or
insolvency proceedings, then FBT may, at its option, do any one or more of the
following, any combination thereof, or pursue any other remedy provided at law
or equity:

         (1)      Immediately set off any and all accounts, funds or property of
                  ATM Owner that may be held by FBT or any account controlled by
                  or in the name of FBT, including the Accounts and the Escrow

         (2)      Remove all Vault Cash from any or all of the ATMs without
                  consent from, or notice to, ATM Owner;

         (3)      Bring suit against ATM Owner for any and all losses sustained
                  by FBT;

         (4)      Seek any injunctive and other equitable relief that may be
                  necessary in order to protect the Vault Cash and FBT's rights
                  hereunder, ATM Owner expressly recognizing that an adequate
                  remedy at law will not exist for FBT in the event ATM Owner
                  breaches its obligations hereunder, and ATM Owner expressly
                  consents to the issuance of a temporary restraining order or
                  injunction without notice to ATM Owner;

         (5)      Bring a suit for specific performance against ATM Owner to
                  compel ATM Owner to perform its obligations hereunder,
                  including the right to obtain a mandatory injunction
                  compelling the ATM Owner's performance; and

         (6)      Any and all other relief afforded by applicable law.

ATM Owner shall be liable for, and agrees to pay, any and all legal fees and
costs that FBT may incur in connection with any remedy sought by FBT hereunder.
ATM Owner further recognizes that the Vault Cash constitutes an asset of FBT and
that any wrongful appropriation, control or taking of the Vault Cash by ATM
Owner or anyone within its control shall constitute a criminal offense under
both state and federal law and subject ATM Owner to all applicable civil and
criminal actions and penalties, including incarceration.

16.      Landlords Waivers.

ATM Owner shall furnish FBT with a landlord's waiver in the form of Schedule 4
hereto for each ATM located on property not owned by ATM Owner.



17.      General.

         (1)      Governing Law. This Agreement shall be governed by the laws of
                  the State of Louisiana.

         (2)      Integration of Agreements. This Agreement, including its
                  Schedules, represents the entire agreement of the parties
                  relating to its subject matter and may be amended only in
                  writing executed by both parties.

         (3)      Successors/Assigns. This Agreement shall be binding upon each
                  party's successors but may be assigned only with the prior
                  written consent of the other party.

         (4)      Force Majeure. Neither party to this Agreement shall be
                  considered in breach of its obligations hereunder due to any
                  failure to perform arising solely out of causes beyond the
                  control and without fault or negligence of such party,
                  including act of God; acts of any federal, state or local
                  governmental authority; fires, floods, or other natural
                  disasters; strikes or labor unrest; or interruption of
                  telecommunications services.

         (5)      No Waiver. No waiver by either party of any breach or default
                  under this Agreement shall be construed as a waiver of any
                  succeeding breach.

         (6)      Relationship of Parties. This Agreement shall not create a
                  relationship between the parties as agents, lender/borrower,
                  partners, fiduciaries, or joint venturers.

                  EXTENSIONS THEREOF.



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                              FIRST BANK AND TRUST

                                              By: /s/ Ashton J. Ryan, Jr.

                                              ATM OWNER

                                              By: /s/ Michael H. Clinard



                                   SCHEDULE 1

                            ATMs Subject to Agreement

Locations                             Cash Limit and Denominations

                                   Schedule 1


                                   SCHEDULE 2

                                 Escrow Account

Minimum Amount of Funds required     Interchange paid at month end and to offset
to be in the Escrow Account          expenses due

Minimum Amount of Compensating       N/A

Escrow Account Interest Bearing      N/A

                                   Schedule 2


                                   SCHEDULE 3

                            List of Fees and Expenses

Cost of Cash                  *
Cash Replenishments           *
FLM Services                  *
Cash Management Fees          *
Insurance                     *

* Denotes Confidential Portion Omitted and Filed Separately with the Commission.

                                   Schedule 3


                                   SCHEDULE 4

                         Landlord's Waiver And Agreement

To:      First Bank and Trust
         909 Poydras Street, LL&E Tower
         New Orleans, Louisiana  70112

         The undersigned is the owner of certain property located at ___________
(the "Premises"), which Premises are or are to be occupied by ____________ (the
"ATM Owner") under a lease dated ______________ between the undersigned and ATM

         For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and to induce you to enter into an ATM Vault Cash
Agreement with ATM Owner pursuant to which you may place your vault cash ("Vault
Cash") in one or more automated teller machines ("ATMs") of ATM Owner, the
undersigned hereby acknowledges and agrees that any ATM now or hereafter located
on the Premises or which may hereafter be located thereon shall be and remain
personal property and not fixtures nor part of the realty nor an appurtenance
thereto; and the undersigned hereby waives and relinquishes in your favor any
and all liens on the ATMs, however these liens may arise, whether through a levy
for rent or otherwise, and agrees that your ownership rights, liens, or security
interests, now existing or hereafter arising, shall have priority over any and
all such liens of the undersigned. The undersigned acknowledges that neither the
undersigned nor the ATM Owner has or will ever have any ownership of, security
interest in, or control over any of the Vault Cash. You and your contractors
(including any armored carrier) are expressly authorized without notice to, or
consent from, the undersigned at any time to enter the Premises and remove the
Vault Cash from any ATM, whether or not such removal requires a physical
detachment of the ATM from the realty or causes injury thereto; provided,
however, that you will repair, or pay the reasonable cost to repair, any such
injury to the realty. If the undersigned's lease with the ATM Owner is
terminated by the undersigned or if the ATM Owner defaults under such lease, or
if the ATM Owner defaults under any of its agreements with you and you desire to
exercise your rights as a secured party holding a security interest in any of
the ATM Owner's property, then, you may thereafter at your option occupy the
Premises for up to six (6) months and may keep thereon such property as you
determine appropriate and you shall pay rent (pro-rated on a daily basis and
computed on the basis of a thirty (30) day month) at the rate provided in the
undersigned's lease with the ATM Owner based on the rate in effect just prior to
such termination or default. All of your rights and privileges hereunder shall
inure to the benefit of your successors and assigns, and shall bind the
undersigned's successors or assigns.

                                   Schedule 4


         IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed on this ____ day of ____________, 20___ at ___________________________.



                                  Schedule 4-2

                                  SCHEDULE 1-A
                               LIST OF LOCATIONS*

* Denotes Confidential Portion Omitted and Filed Separately with the Commission.


                                   SCHEDULE 3

This addendum of the ATM Vault Cash Agreement dated February 1, 2001 between
Cardpro, Inc. dba Cardtronics and First Bank and Trust is effective October 1,
2002 and is applicable to the following Services described in Schedule 3 of the
Vault Cash Agreement:

Cash Management fees                       $  *  per terminal

And the following Service is added to Schedule 3 of Vault Cash Agreement:

Cash Load fee                              $  *  per cash load

Agreed to by:                              Agreed to by:

CARDTRONICS, LP                            FIRST BANK and TRUST
(successor in interest to Cardpro, Inc.)

By:    /s/ Ralph H. Clinard                By:  /s/ Ashton J. Ryan Jr.
   ------------------------------------       ---------------------------------
      Ralph H. Clinard,
      President and CEO

Date: 10/16/02                             Date: 10/29/02

* Denotes Confidential Portion Omitted and Filed Separately with the Commission.

                                 SCHEDULE 3 - A

                 Addendum to Vault Cash Agreement Dated 02/01/01

                            List of Fees and Expenses

              Cash Management Services through First Bank and Trust
                              (Processor : Concord)

Cost of Cash         *

Armored Car          *

FLM Services         *

Cash Management   $  *  per ATM per month


    Cash only*    $  *  per ATM per month for balances $40,000.00 or less
                  $  *  per ATM per month for balances of $40,000.00

Cardtronics, LP(1) DBA Cardtronics            First Bank and Trust

By:    /s/ Ralph H. Clinard                   By:    /s/ Ashton J. Ryan Jr.
   -----------------------------------------     ------------------------------

Name:  Ralph H. Clinard                       Name:  Ashton J. Ryan Jr.

Title: President and Chief Executive Officer  Title: President and CEO

Date:  11/26/01                               Date:  11/26/01

(1) Cardtronics, LP is the successor in interest to Card Pro, Inc. by conversion
pursuant to Article 5.17 of the Texas Business and Corporation Act.

* Denotes Confidential Portion Omitted and Filed Separately with the Commission.


                                   Addendum 24

The following location(s) are added to Exhibit B of the original Agreement as
provided for in paragraph 4. to wit:

"Exhibit B" may be amended from time to time by Client to add to or delete
ATM's; provided that the Settlement/Replenishment Frequency applicable to
additional ATM's shall be determined by the mutual agreement of both parties."


Terminal #          Location             Address
----------        ------------     ------------------
AH0703            Amerada Hess     272 Route 23
                                   Franklin, NJ 07416

CARDTRONICS                               MT. VERNON MONEY CENTER

   /s/ Jim Bettinger
-----------------------------             ----------------------------
Accepted By - Signature                   Accepted By - Signature

   Jim Bettinger
-----------------------------             ----------------------------
Print Name                                Print Name

   VP of US ATM Programs
-----------------------------             ----------------------------
Title                                     Title

   July 15, 2002
-----------------------------             ----------------------------
Date                                      Date


                               FIRST BANK & TRUST

                        /s/ Rhonda Miller
                  Accepted By - Signature

                        AVP - ATM OPS.

                        Rhonda Miller
                  Print Name

                        July 15, 2002