Money Access Service Processing Agreement [Amendment] - Star Processing Inc. and Cardtronics LP
AMENDMENT TO
MONEY ACCESS SERVICE PROCESSING AGREEMENT
This Amendment (the "Amendment") to the Processing Agreement (defined
below) is dated February 25, 2004 and is by and between Star Processing, Inc., a
Concord EFS, Inc. company (formerly known as MONEY ACCESS SERVICE INC. and
hereinafter referred to as "SPI"), and Cardtronics, LP, a Delaware limited
partnership (hereinafter referred to as "Cardtronics").
RECITALS
WHEREAS, on September 6, 2001, SPI and Cardtronics executed that Money
Access Service Processing Agreement, together with various Addenda executed on
that date and from time to time thereafter (said processing agreement and all
such addenda are hereinafter collectively called the "Processing Agreement");
WHEREAS, dated effective as of October 1, 2001, Cardtronics and Core Data
Resources, Inc. ("Core Data") entered into that EFT Processing Agreement (the
"CoreData Agreement");
WHEREAS, Concord EFS, Inc. acquired Core Data in 2003; and
WHEREAS, SPI and Cardtronics now desire to consolidate all on-going and
future ATM processing operations and activities under the Processing Agreement
and to make certain modifications and other changes to the Processing Agreement
as set forth below.
AGREEMENTS
NOW, THEREFORE, for good and valuable consideration, SPI and Cardtronics
agree that:
1. Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Processing Agreement.
2. Effective as of March 1, 2004, Exhibit "B" (Schedule of Fees") is
changed as follows:
(a) Paragraph 1 under "DIAL-UP ATM DEVICE FEES" is waived. =
(b) Paragraph 2 under "DIAL-UP ATM DEVICE FEES" is waived.
(c) Paragraph 1 under "DEDICATED LINE DEVICE FEES" is waived..
(d) Paragraph 3 under ""DEDICATED LINE DEVICE FEES" is modified by
adding at the end, "if telecommunications services are
provided by SPI."
3. Notwithstanding anything to the contrary in the Processing Agreement,
effective March 1, 2004 there will be no fee or charge for any status message
from any ATM serviced for Cardtronics under the Processing Agreement, provided
that the volume of status messages received by SPI from Cardtronics ATMs that
produce status messages remains at or below 15% of the total transaction volume
for such Cardtronics ATMs. Any status messages in excess of 15% will be charged
at a rate of $. * per status message. Status messages include, but are not
limited to messages regarding hardware, communication and cash fault messages,
as well as "I'm Alive", activity monitoring, and servicing messages.
* Denotes Confidential Portion Omitted and Filed Separately with the Commission.
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4. Section 16 of the Processing Agreement is hereby deleted in its
entirety and replaced with the following:
This Agreement shall be effective as of the date above until August 31,
2007, and thereafter, for successive one (1) year renewal terms unless
terminated in accordance with paragraph 17 herein.
5. Notwithstanding anything to the contrary in the "Addendum for
Additional Processing Services Gateway Service" Processing Agreement, Exhibit
"GS-1" (Schedule of Fees") is changed as follows effective March 1, 2004:
The fee schedule at paragraph 1 is replaced with the following:
MONTHLY TRANSACTIONS PER TRANSACTION FEE
------------------------ -------------------
0 to 5,000,000 Transactions: $ *
5,000,001 to 7,000,000 $ *
7,000,001 to 9,000,000 $ *
9,000,001 to 11,000,000 $ *
11,000,001 to 13,000,000 $ *
13,000,001 to 15,000,000 $ *
15,000,001 + $ *
All Transactions for any month will be priced at the fee rate for the highest
Transaction level reached during that month. For example, if there are 8,325,000
Transactions during a given month, the fee for each of those Transactions is
$ * .
6. On all Transactions, SPI will comply with applicable Network routing
rules, and card issuer routing selections pursuant to those rules, as such may
change from time to time, provided that SPI shall have no liability in the event
of any conflict between Network routing rules.
7. That notwithstanding anything to the contrary in the Processing
Agreement, including without limitation Section 2(a) of that "Addendum for
Special Terms" dated September 6, 2001, but subject paragraph 11 of this
Amendment, from time to time Cardtronics may remove ATMs connected to and
supported by SPI under the Processing Agreement if such ATMs are branded with
the trademarks or service marks of a financial institution under agreement with
Cardtronics and such financial institution wishes to drive such ATMs internally.
8. In order to improve communications between the parties, on a quarterly
basis, SPI will visit Cardtronics' offices in Houston to review and discuss
ongoing operations. Such meetings will be in addition to monthly product
development conference calls and weekly production conference calls. Within 30
days of the date hereof, SPI shall deliver for Cardtronics review and approval a
Service Level Agreement ("SLA") that will provide the following services:
(a) Internet based access to Automated Work Station in order to improve
speed and performance of access to Network management information;
(b) Direct connection to SPI's ATM monitoring system enabling
Cardtronics to perform ATM monitoring functions in real-time
including opening and closing tickets, dispatching of maintenance
vendors, and reporting of uptime status and ticket resolution; and
(c) Connectivity for direct authorization and settlement to a financial
institution that has co-branded a Cardtronics ATM. Connectivity
shall include IP based protocol
* Denotes Confidential Portion Omitted and Filed Separately with the Commission.
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and shall permit authorization and other financial institution
related transaction information to be passed through to the ATM.
Additionally, the SLA will specify the monthly reports to be provided
Cardtronics, which reports must include:
(d) A Consolidated Month End Billing Summary Report with a detail level
by terminal for both transaction and financial activity (similar to
the month-end report currently provided by Core Data);
(e) Daily Interchange Forecasting that can be validated in the
Consolidated Month End Billing Summary that accounts for all the
interchange earnings due Cardtronics; and
(f) A periodic report validating SPI's routing of Cardtronics ATM
transactions as required by Section 6 above.
9. As an incentive for Cardtronics to agree to the modifications of the
Processing Agreement as set forth herein, SPI agrees to pay Cardtronics a
one-time financial incentive payment of $ * (the "Financial Incentive").
SPI must pay the Financial Incentive no later than March 31, 2004. In
recognition of the Financial Incentive, Cardtronics agrees that in the even of
any termination of the Processing Agreement prior to its scheduled termination
date (as amended hereby), except as set forth below, it will (a) refund to SPI a
portion of the Financial Incentive equal to the number of months remaining in
the term hereof multiplied by $ * and (b) pay to SPI an early termination
fee that will be the lesser of (i) $ * multiplied by the number of months
remaining in the term as of the date of said termination; or (ii) $ * ;
provided, however, neither the refund of the Incentive Payment or the early
termination fee will be due and payable if (x) such termination was the
consequence of SPI's material breach of the Processing Agreement which is not
cured by SPI within thirty (30) days of notice by Cardtronics; or (y) such
termination occurred during any renewal period. The above-described refund and
early termination fee (collectively the "Termination Payments") shall satisfy
any and all financial obligations and liabilities of Cardtronics to SPI under
the Processing Agreement arising solely out of such termination, save and except
for any amounts due and owing as of the date of said early termination,
financial obligations or liabilities of Cardtronics with respect to Transactions
processed hereunder and any financial obligations or liabilities of Cardtronics
to SPI with respect to third party claims against SPI.
10. Upon the Effective Date of this Amendment, SPI and Cardtronics agree
that the Core Data Agreement shall terminate and be of no further force and
effect and that all ATMs covered and affected by the CoreData Agreement shall
henceforth immediately be covered and affected by the Processing Agreement, as
amended hereby; provided, however, each party shall retain their respective
rights under the CoreData Agreement with respect acts or omissions prior to such
termination, including for the payment of any sums due and owing to them as of
the Effective Date.
11. Notwithstanding any other provision of the Processing Agreement and
this Amendment, Cardtronics shall pay to SPI each month during the initial term
of the Processing Agreement the greater of (i) the fees accrued under the
Processing Agreement for such month (not including any Network or pass-through
fees), and (ii) * .
12. Promptly following execution and delivery of this Amendment, the
parties shall publish a mutually agreed press release announcing the amendment
of the Processing Agreement.
13. Unless specifically provided otherwise herein, all other terms and
conditions of the Processing Agreement are hereby ratified and confirmed in all
respects and continue in full force and effect.
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14. In the event of a conflict between the provisions of the Processing
Agreement and this Amendment, the terms and provisions of this Amendment shall
control and govern the rights and obligations of the parties.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
as of the date first written above.
STAR PROCESSING, INC.
(f/k/a Money Access Service, Inc.)
By: /s/ E. T. Haslam
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Name: E. T. Haslam
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Title: SVP, CFO and Treasurer
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CARDTRONICS, LP
By: /s/ Jack M. Antonini
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Jack M. Antonini
Chief Executive Officer
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