AGREEMENT FOR ASSIGNMENT OF ATM SPACE LEASES
This AGREEMENT FOR ASSIGNMENT OF ATM SPACE LEASES ("Agreement") is entered
into this 14th day of January, 2000 by and between UNIVERSAL MONEY CENTERS,
INC., a Missouri Corporation ("UMC"), and NATIONWIDE MONEY SERVICES, INC., a
Nevada Corporation ("NMS").
WHEREAS, NMS is the tenant under ATM Space Lease Agreements ("Lease
Agreements") at eighteen (18) various locations throughout the United States
which are set forth on Exhibit A attached hereto and made a part hereof;
WHEREAS, NMS wishes to sell, and UMC wishes to acquire, upon the terms and
conditions set forth herein, all of NMS's rights under the Lease Agreements at
all the sites, where NMS currently has placed automatic teller machines
(collectively "ATMs" and each an "ATM"), as set forth on Exhibit A hereto;
NOW, THEREFORE, the Parties hereto agree as follows:
1. PURCHASE. NMS hereby conveys and transfers to UMC as of the later to occur
of January 21, 2000, 12:01 a.m. Eastern Standard Time and the date that all
the conditions set forth in Section 4 herein are fully satisfied (the
"Conveyance Date"), all rights NMS has under the Lease Agreements with the
landlords at the (18) locations set forth on Exhibit A hereto
(collectively, "Landlords" and each a "Landlord"). Pursuant to the Schedule
1, attached hereto, NMS agrees to remove its ATMs from the locations 12
through 18 as set forth on Exhibit A hereto ("El Paso ATMs") and will work
with UMC to ensure UMC has assess to such sites to install its ATMs.
2. PURCHASE PRICE.
a. As full payment for the rights herein transferred to UMC by NMS,
UMC agrees to pay in cash or other immediately available funds a
purchase price of one hundred thirty-eight thousand dollars
($138,000.00) (the "Total Purchase Price") to be paid as set forth
below.
b. UMC agrees to pay NMS one-half (1/2) of the Total Purchase Price
on the Conveyance Date.
c. UMC shall pay (as set forth below) the remainder of the Total
Purchase Price in installments equal to the one-half (1/2) of Total
Purchase price divided by 18 less the sum of all revenues generated by
each ATM less the reasonable expenses incurred by NMS in connection
with these ATMs until UMC has fully switched the processing and
settlement systems to UMC's processing and settlement systems (each an
"Installment Payment").
d. An Installment Payment shall be payable (i) for each location 12
through 18 as set forth on Exhibit A hereto, at a reasonable time
after UMC has placed an ATM at such
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location and such ATM is fully installed and operational under the
Lease Agreement and (ii) for each location 1 through 11 as set forth
on Exhibit A hereto, at a reasonable time after UMC has switched the
processing and settlement systems from NMS systems to UMC systems and
has determined that the ATMs placed by NMS at such location are fully
installed and operational under the Lease Agreement; provided,
however, assuming that UMC has been provided reasonable access to each
location 1 through 18 to complete the actions set forth in this
sub-clause (d)(i) and d(ii) and notwithstanding any provision to the
contrary, UMC shall have paid NMS all the Installment Payments by a
date no later than 30 days from the Conveyance Date.
3. WARRANTIES OF NMS. NMS warrants to UMC that (a) the Landlords have no right
to regulate or approve the charges UMC assesses its customers using the
ATMs other than as stated in the Lease Agreements, (b) NMS has valid Lease
Agreements in full force and effect with the Landlords at the sites where
the ATMs are located, (c) all site rental fees and other contractual
obligations under the Lease Agreements through the Conveyance Date will
have been paid and/or performed by NMS, (d) NMS has not assigned any of its
rights under any Lease Agreement to any third party, (e) NMS has provided
to UMC true and correct copies of all of the Lease Agreements, (f) none of
the Lease Agreements requires the consent of the landlord to assign NMS's
rights thereunder to UMC, and (g) its agreements with the Landlords do not
expire prior to December 10, 2003.
4. CONDITIONS. UMC's obligations under this Agreement do not become
effective, until the following conditions are satisfied to the reasonable
satisfaction of UMC:
a. On or before January 21, 2000, NMS shall have obtained and
delivered to UMC, in substantially the form attached hereto as
Exhibits B and C, the prior written consent of each Landlord to NMS's
assignment of its rights and obligations under the Lease Agreements to
UMC.
b. On or before January 21, 2000, UMC shall have entered into a
sublease with NMS pursuant to which UMC will sublease on a month to
month basis the ATMs located at locations 1 through 11 as set forth on
Exhibit A hereto ("Subleased ATMs"). Under the sublease, UMC shall pay
rent of $100 per month per Subleased ATM.
c. On or before January 21, 2000, NMS shall have obtained the prior
written consent to the sublease of the Subleased ATMs to UMC of each
lessor from whom NMS leases the Subleased ATMs.
5. NO ASSUMPTION; FURTHER AGREEMENTS.
a. The parties agree that UMC is not assuming liabilities or
obligations of NMS arising under the Lease Agreements prior to the
assignment of the Lease Agreements
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hereunder or arising out of or relating to any act or omission of NMS
prior to the assignment of the Lease Agreements hereunder.
b. NMS shall be solely responsible for, and UMC shall have no
responsibility for, (i) any damage to the El Paso ATMs removed from
the locations 12 through 18, which occurs prior to, during or after
such removal; or (ii) any costs or expenses incurred in removing the
El Paso ATMs.
c. Each party to this agreement shall be responsible for the costs
or expenses it incurs at each location 1 through 11 as set forth on
Exhibit A hereto for switching the processing and settlement systems
from NMS systems to UMC systems.
6. EFFECT OF CONVEYANCE DATE - On and after the Conveyance Date, UMC shall be
entitled to all revenues generated by the ATMs as set forth on Exhibit A;
provided, however, if NMS is operating any such ATM because the processing
and settlement systems have not been switched from NMS to UMC ("NMS
Operated ATMs"), NMS shall pay to UMC all of the revenues generated by all
NMS Operated ATMs, less: (a) a switch and communication fee of $.10 per
transaction per NMS Operated ATM; and (b) reasonable pass-through expenses
consisting of fees paid to Armored Couriers and 1st- and 2nd-line providers
and other expenses as expressly agreed in writing by the parties hereto,
which are incurred in connection with and specifically related to a NMS
Operated ATM; provided, further, such reasonable pass-through expenses
shall excluded overhead, taxes, litigation, employment or general
operational expenses.
7. MISCELLANEOUS PROVISION. This Agreement is entered into in the State of
Florida and the County of St. Johns, and all questions of law and fact
shall be determined under the laws under the laws of the State of Florida
without reference to its choice of law rules.
8. ATTORNEY'S FEES. In the event it shall be necessary to bring legal action
to enforce any of the terms, covenants, and conditions of this Agreement,
the prevailing party in addition to all other appropriate relief shall be
entitled to reasonable attorneys fees as awarded by the applicable court.
9. AUTHORITY OF SIGNATORS. Each party signing this Agreement represents and
warrants that the officer signing on its behalf is fully authorized to
execute this Agreement on behalf of such party, and that this Agreement is
fully binding on such party.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
UNIVERSAL MONEY CENTERS, INC. ("UMC")
/s/ David S. Bonsal
BY: ______________________________
NAME: David S. Bonsal
TITLE: Chief Executive Officer
NATIONWIDE MONEY SERVICES, INC. ("NMS")
/s/ Nationwide Money Services
BY: ______________________________
NAME: ______________________________
TITLE: ______________________________
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EXHIBIT A
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Location Name Location Address Location City State
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1 Farm Crest #1 2105 W. Colorado Avenue Colorado Springs CO
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2 Farm Crest #2 2129 Templeton Gap Road Colorado Springs CO
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3 Farm Crest #3 5510 S. Highway 85-87 Security CO
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4 Farm Crest #7 8108 N. Academy Boulevard Colorado Springs CO
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5 Farm Crest #8 5050 Boardwalk Drive Colorado Springs CO
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6 Farm Crest #9 3945 Palmer Park Boulevard Colorado Springs CO
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7 Farm Crest #10 1989 W Mississippi Avenue Denver CO
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8 Farm Crest #13 1970 S. Holly Street Denver CO
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9 Farm Crest #15 11185 Ralston Road Arvida CO
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10 Farm Crest #16 10798 W Jewell Avenue Lakewood CO
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11 Farm Crest #18 250 E. Dry Creek Road Littleton CO
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12 HOWDY'S #1 1100 Airway Boulevard El Paso TX
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13 HOWDY'S #3 1095 Sunland Park El Paso TX
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14 HOWDY'S #4 7301 N. Loop El Paso TX
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15 HOWDY'S #5 1130 Joe Battle Boulevard El Paso TX
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16 HOWDY'S #7 12165 Montwood Boulevard El Paso TX
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17 HOWDY'S #8 6990 N. Desert Boulevard El Paso TX
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18 HOWDY'S #9 10701 Gateway Boulevard S. El Paso TX
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EXHIBIT B
[NMS - Letterhead]
January __, 2000
Mr. Terry D. Calhoun
Retail Supervisor
Transmountain Oil Company
6767 Gateway West
El Paso, Texas 79925
Dear Mr. Calhoun:
In January of 1999, Nationwide Money Services, Inc. ("NMS") relocated its
corporate offices from Calabasas, California to Ponte Vedra, Florida. With the
bulk of its business, including over 95% of its ATM network, located east of the
Mississippi River, this move was made to better service its existing business
while simultaneously expanding the business.
Subsequently, over the past few months, NMS has reviewed all facets of its
business and business strategy with an eye towards the 21st century. Many
difficult decisions have been made with the intent to reorganize, redesign and
rededicate human and financial resources.
As part of this detailed analysis, NMS has decided to concentrate it resources
east of the Mississippi River. Therefore, NMS believes that it is in the best
interest of all parties to assign the Space Lease Agreement (the "Agreement") by
and between Nationwide Money Services, Inc. and Transmountain Oil Company (d/b/a
Howdy's) to another qualified ATM provider.
After discussions with several companies, NMS has chosen Universal Money Center,
Inc. ("Universal") of Mission, Kansas as the company to which recommends the
assignment of the Agreement. Universal is a reputable provider of ATM services
with outstanding leadership from its management. NMS believes that Universal
will continue to provide a high level of service to Howdy's with a seamless
transition.
This decision to assign the Agreement is solely a business decision and in no
way reflects upon the relationship between NMS and Howdy's.
A representative of Universal will be contacting you to discuss a plan for a
smooth and timely transition which will include the installation of upgraded
ATMs.
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Thank you for your understanding and consideration in this transaction.
Sincerely,
Craig Patrick
Regional Manager
ACKNOWLEDGEMENT AND CONSENT
Transmountain Oil Company (d/b/a Howdy's) ("Landlord") acknowledges receipt of
the attached Letter dated January __, 2000 from Mr. Craig Patrick of Nationwide
Money Services, Inc. ("NMS") to Mr. Terry D. Calhoun of Landlord and consents to
the assignment of Nationwide Money Services, Inc.'s rights, title and interests
under the Space Lease Agreement with Landlord to Universal Money Services, Inc.
("Universal") and consents and agrees that as of as the date of its signature
hereunder to give Universal reasonable access to the sites subject to such Space
Lease Agreement.
Date: _________________
Transmountain Oil Company (d/b/a Howdy's)
By: ___________________________________________
Name: ___________________________________________
Title: ___________________________________________
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EXHIBIT C
[NMS - Letterhead]
January __, 2000
Mr. Jack Rowland
District Manager
Farm Crest Milk Stores
_____________, Colorado ___________
Dear Mr. Rowland,
In January of 1999, Nationwide Money Services, Inc. ("NMS") relocated its
corporate offices from Calabasas, California to Ponte Vedra, Florida. With the
bulk of its business, including over 95% of its ATM network, located east of the
Mississippi River, this move was made to better service its existing business
while simultaneously expanding the business.
Subsequently, over the past few months, NMS has reviewed all facets of its
business and business strategy with an eye towards the 21st century. Many
difficult decisions have been made with the intent to reorganize, redesign and
rededicate human and financial resources.
As part of this detailed analysis, NMS has decided to concentrate it resources
east of the Mississippi. Therefore, NMS believes that it is in the best interest
of all parties to assign the Space Lease Agreement (the "Agreement") by and
between Nationwide Money Services, Inc. and Farm Crest Milk Stores ("Farm
Crest") to another qualified ATM provider.
After discussions with several companies, NMS has chosen Universal Money Center,
Inc. ("Universal") of Mission, Kansas as the company to which it will assign the
Agreement. Universal is a reputable provider of ATM services with outstanding
leadership from its management. NMS believes that Universal will continue to
provide a high level of service to Farm Crest with a seamless transition.
This decision to assign the Agreement is solely a business decision and in no
way reflects upon the relationship between NMS and Farm Crest.
A representative of Universal will be contacting you to discuss a plan for a
smooth and timely transition.
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Thank you for your understanding and consideration in this transaction.
Sincerely,
Craig Patrick
Regional Manager
ACKNOWLEDGEMENT AND CONSENT
Farm Crest Milk Stores ("Landlord") acknowledges receipt of the attached Letter
dated January __, 2000 from Mr. Craig Patrick of Nationwide Money Services, Inc.
("NMS") to Mr. Jack Rowland of Landlord, consents to the assignment of
Nationwide Money Services, Inc.'s rights, title and interests under the Space
Lease Agreement with Landlord to Universal Money Services, Inc. ("Universal")
and consents and agrees that as of as the date of its signature hereunder to
give Universal reasonable access to the sites subject to such Space Lease
Agreement.
Date: _________________
Farm Crest Milk Stores
By: ___________________________________________
Name: ___________________________________________
Title: ___________________________________________
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