exv10w2






Exhibit 10.2




ATM VAULT CASH PURCHASE AGREEMENT




     This ATM VAULT CASH PURCHASE AGREEMENT (this “Agreement”) is entered into, by and among,
GENPASS TECHNOLOGIES, LLC doing business as ELAN FINANCIAL SERVICES, with offices located at 1255
Corporate Drive, Irving, TX 75038 (“Buyer”), TRM INVENTORY FUNDING TRUST, with its principal office
located at Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890 (“Seller”), TRM ATM CORPORATION, with its principal office located at 1101 Kings
Highway, Suite G100, Cherry Hill, NJ 08034 (“Customer”), and DZ BANK AG, DEUTSCHE
ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, with offices located at 609 Fifth Avenue, New York,
New York 10017 (“Agent”), each referred to herein as a “Party” and collectively referred to herein
as “Parties.” This Agreement shall become effective on June 26, 2008 (“Effective Date”).



RECITALS




     WHEREAS, Customer previously entered into an agreement with Seller whereby Seller provides
cash to Customer’s automated teller machines (the “ATM Cash Agreement”);



     WHEREAS, in order to facilitate Seller’s provision of cash to Customer pursuant to the ATM
Cash Agreement, Seller also entered into that certain Loan and Servicing Agreement, dated as of
March 17, 2000, by and among Seller, Customer, Agent, Autobahn Funding Company LLC, GSS Holdings,
Inc. and U.S. Bank National Association (the “Collateral Agent”) as successor to Keybank National
Association (as amended through the date hereof and as the same may be further amended, amended and
restated, supplemented or otherwise modified from time to time, the “Loan and Servicing
Agreement”), pursuant to which Seller granted a first priority perfected security interest (the
“Security Interest”) in the cash provided by Seller to Customer’s automated teller machines to the
secured parties thereunder (the “Secured Parties”);



     WHEREAS, Customer has entered into a Cash Provisioning Agreement (the “Cash Provisioning
Agreement”) with Buyer pursuant to which Buyer will provide cash for Customer’s automated teller
machines in place of Seller;



     WHEREAS, Seller wishes to sell the cash in the ATMs (as defined below) to Buyer and Buyer is
willing to purchase such cash and provide the same for use by Customer;



     WHEREAS, the Parties to this Agreement desire to set forth the terms of the purchase of cash
by Buyer and the responsibilities of the Parties with respect thereto;



     NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is
hereby acknowledged, the Parties hereto hereby agree as follows:



 









 





AGREEMENT




ARTICLE I — DEFINITIONS




     For purposes of this Agreement only, the following terms shall have the meanings set forth
below.




	 	1.1	 	“ATM” means the automated teller machines that are listed on Exhibit A hereto.
	 
	 	1.2	 	“ATM Balancing” means the process of Seller or Buyer, as the case may be,
reconciling certain manual and/or electronic reports from a Courier reflecting
transaction activity at an ATM with the calculated balance of Cash, as determined by
Seller or Buyer, respectively.
	 
	 	1.3	 	“Business Day” means each day that the Federal Reserve Bank is open for
business.
	 
	 	1.4	 	“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 error in dispensing Cash or a failure to dispense Cash at an ATM.
	 
	 	1.5	 	“Cash” means the currency placed within an ATM.
	 
	 	1.6	 	“Cut-Off Date” means June 23, 2008.
	 
	 	1.7	 	“Cut-Off Time” means the Economic Effect Time for each ATM on the Cut-Off Date.
	 
	 	1.8	 	“Converted ATM” means any ATM that has had its first post-Cut-Off Date ATM
Balancing.
	 
	 	1.9	 	“Courier” means an armored courier service engaged by Customer for the staging
and replenishing of Cash at the ATMs.
	 
	 	1.10	 	“Economic Effect Time” shall mean the end of day cut-off time specified for
each ATM by the Processor.
	 
	 	1.11	 	“Processing Transfer Time” means the Economic Effect Time on the Purchase Date.
	 
	 	1.12	 	“Processor” means an ATM processor engaged by Seller or Buyer for processing
transactions of Cash at the ATMs, which processor shall be First Data Corporation or
eFunds, as applicable.
	 
	 	1.13	 	“Purchase Date” means Thursday, June 26, 2008.




 









 






	 	1.14	 	“Regulation E” means the regulation implementing the Electronic Funds Transfer
Act, 15 U.S.C. 1693 et seq., adopted by the Board of Governors of the Federal Reserve
System (12 CFR Part 205), as amended through the Cut-Off Date.





ARTICLE II — CONDITIONS PRECEDENT TO PURCHASE




     Each of the following shall be a condition precedent (a “Condition Precedent”) to the
obligations of the Buyer and the Seller under Section 3.1:




	 	2.1	 	By 3:00 p.m. on the day immediately preceding the Purchase Date, Customer shall
provide to Buyer and Seller a report which details the Cash balance in each ATM on the
Cut-Off Date (the aggregate of such Cash balances, the “ATM Cash Balance”). This report
(the “Terminal Cash Balance Report”) will include the following for each ATM:






	 	a)	 	ATM TID number
	 
	 	b)	 	ATM name
	 
	 	c)	 	ATM address
	 
	 	d)	 	Date and (if available) time of the last Cash replenishment by
Courier
	 
	 	e)	 	Courier providing service to the terminal, including Courier
branch
	 
	 	f)	 	Date of the last ATM Balancing
	 
	 	g)	 	Amount of Cash dispensed during the period from the
last Cash replenishment until the Cut-Off Date
	 
	 	g)	 	Cash balance on the Cut-Off Date






	 	2.2	 	On or prior to the Purchase Date, Customer shall have delivered, or caused to
be delivered to Buyer and Agent evidence satisfactory to Buyer and Agent, each in its
sole discretion of:






	 	a)	 	The transfer of processing services with respect to the ATMs to
provide for remittance to Buyer of all payments due to the owner of the Cash on
deposit in such ATMs after the Processing Transfer Time;
	 
	 	b)	 	The transfer of the ATMs from agreements for the provision of
cash transportation and other maintenance services for the benefit of Customer
and Seller to agreements for the provision of cash transportation and other
maintenance services for the benefit of Customer and Buyer after the Processing
Transfer Time;




 









 






	 	c)	 	Processor’s receipt and implementation of settlement
instructions to be applied with respect to each ATM after the Processing
Transfer Time; and
	 
	 	d)	 	Settlement account information for each ATM to be applied after
the Processing Transfer Time.






	 	2.3	 	On or prior to the Purchase Date, Agent shall have delivered, or caused to be
delivered, to Buyer a release letter executed by the Collateral Agent, on behalf of the
Secured Parties, acknowledging the release of the Cash located in the ATMs from the
Security Interest upon consummation of the Purchase Transaction.





ARTICLE III — PURCHASE DATE PAYMENT PROCEDURES





	 	3.1	 	On the Purchase Date, upon satisfaction of all Conditions Precedent, Seller
shall sell, assign and transfer the Cash in the ATMs to Buyer and Buyer shall purchase
the Cash in the ATMs from Seller by delivering, through same day internal U.S. Bank
transfer of immediately available funds to deposit account number 153490599971 at U.S.
Bank National Association in the State of California and in the name of U.S. Bank
National Association for the benefit of the secured parties under the Loan and
Servicing Agreement (the “Seller Account”), an amount equal to one hundred percent
(100%) of the ATM Cash Balance, whereupon all Cash in the ATMs shall automatically
become Buyer’s sole and exclusive property (the “Purchase Transaction”).





ARTICLE IV — POST PURCHASE DATE REPORTING





	 	4.1	 	As soon as commercially practicable after the Purchase Date, but no later than
thirty-five (35) days thereafter, Buyer will effect a swap of all Cash in each ATM to
allow for a reconciliation of the aggregate amount of actual Cash in the ATMs at the
Cut-Off Time as reported by Courier (the “Actual Cash Balance”) with the ATM Cash
Balance. Promptly upon receipt of any report from Courier with respect to the amount of
actual Cash in any ATM at the Cut-Off Time (or from which information with respect to
such amount can be derived), but no later than five (5) Business Days thereafter, Buyer
will deliver a copy of such report to Seller, Customer and Agent. Buyer will provide
Seller, Customer and Agent with a report reflecting the reconciliation results (the
“Reconciliation Report”) as soon as commercially practicable after the Cut-Off Date,
but no later than forty-five
(45) days thereafter and will notify Seller, Customer and Agent of any suspected
discrepancies between the Actual Cash Balance and the ATM Cash Balance within five
(5) Business Days of Buyer’s receipt of ATM Balancing information.





ARTICLE V — POST PURCHASE DATE SETTLEMENT PROCEDURES





	 	5.1	 	Within ten (10) Business Days after the date Buyer provides Seller and Customer
with the Reconciliation Report, (a) Buyer shall pay to Seller, by same day internal
U.S. Bank transfer of immediately available funds to the Seller Account, the




 









 






	 	 	 	amount, if any, by which the Actual Cash Balance exceeds the ATM Cash Balance (an
“Overage”) and (b) on behalf of Seller, Customer shall pay to Buyer, by wire
transfer of immediately available funds to an account designated by Seller, (i) the
amount, if any, by which the ATM Cash Balance exceeds the Actual Cash Balance (a
“Shortage”) and (ii) an amount equal to all payments received by Customer or Seller
from the Processor with respect to the ATMs for the period beginning at the Cut-Off
Time and ending at the Processing Transfer Time.





ARTICLE VI — REPLENISHMENT; CARDHOLDER ADJUSTMENTS; LOSS CLAIMS





	 	6.1	 	After the Processing Transfer Time, all instructions to Couriers regarding
replenishment activities at the ATMs shall be the responsibility of Customer and Buyer,
in accordance with the terms of the Cash Provisioning Agreement.
	 
	 	6.2	 	Customer shall be responsible for the research, reconciliation and payment, if
applicable, of all Cardholder Adjustments and/or other claims made pursuant to
Regulation E for all transactions performed at all ATMs.
	 
	 	6.3	 	Each Party will cooperate in good faith with the other to facilitate the
research and resolution of Cardholder Adjustments and Regulation E claims.





ARTICLE VII — REPRESENTATIONS AND WARRANTIES




     As of the Purchase Date, each of the Buyer and the Seller hereby represents and warrants to
the other as follows:




	 	7.1	 	It is a limited liability company or trust, as applicable, validly existing and
in good standing under the laws of its jurisdiction of formation.
	 
	 	7.2	 	The execution, delivery and performance by it of this Agreement (a) are within
its organizational powers, (b) have been duly authorized by all necessary action, (c)
require no action by or in respect of, or filing with, any governmental body or
official thereof and (d) do not contravene or constitute a default under (1) its
certificate of formation or declaration of trust, as applicable, (2) its limited
liability company agreement or trust agreement, as applicable, (3) any law, statute or
government rule or regulation applicable to it, (4) any contractual restriction binding
on or affecting it or its property, including the Loan and Servicing Agreement, or (5)
any order, writ, judgment, award, injunction, decree or other instrument binding on or
affecting it or its property.
	 
	 	7.3	 	This Agreement has been duly executed and delivered by it and constitutes its
legal, valid and binding obligation, enforceable against it in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar
laws affecting creditors’ rights generally and to general principles of equity
regardless of whether enforcement is sought in a proceeding in equity or at law.




 









 











ARTICLE VIII — TERM AND TERMINATION





	 	8.1	 	Any Party may terminate this Agreement if any other Party is in breach of its
material obligations under this Agreement and fails to cure such breach within five (5)
Business Days after notice of such breach.
	 
	 	8.2	 	This Agreement may be terminated by the mutual agreement in writing of the
Parties.
	 
	 	8.3	 	The termination of this Agreement shall not affect the rights and obligations
of the Parties which have accrued prior to such termination.





ARTICLE IX — COOLING OFF PERIOD





	 	9.1	 	At any time during the period between the Effective Date of this Agreement and
July 16, 2008, Customer agrees to execute a new agreement whereby Customer purchases
the Cash located in the ATMs from Buyer within three (3) Business Days after Customer’s
receipt of written request therefor from Buyer for an amount equal to one hundred
percent (100%) of the aggregate Cash balance in the ATMs on the cut-off date specified
in such agreement.





ARTICLE X — GENERAL PROVISIONS





	 	10.1	 	All notices and other communications under this Agreement to any Party shall be
in writing and shall be delivered personally or by overnight mail, or mailed by
registered mail, return receipt requested, to such 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 Buyer, to:




Elan Financial Services

2751 Shepard Rd. EP-MN-BB1P

St. Paul, MN 55116

Attention: Steve Gernes



With a copy to:



U.S. Bancorp Legal Department

U.S. Bancorp Center

800 Nicollet Mall 21st Floor

Minneapolis, MN 55402

Attention: Corporate Counsel, Transaction Services




 









 









	 	 	 	If to Seller, to:




TRM Inventory Funding Trust

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Facsimile No.: (302) 651-8882

Attention: Corporate Trust Administration





	 	 	 	With a copy to Customer
	 
	 	 	 	If to Customer, to:




TRM ATM Corporation

1101 Kings Highway, Suite G100

Cherry Hill, NJ 08034

Facsimile No.: (503) 251-5473

Attention: Controller





	 	 	 	If to Agent, to:




DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main

609 5th Avenue, 7th Floor

New York, New York 10017

Facsimile No.: (212) 745-1651

Attention: Christian Haesslein





	 	 	Each of the Parties may, by notice given as provided herein, change its address for all
subsequent notices.






	 	10.2	 	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.
	 
	 	10.3	 	Neither this Agreement nor any provision hereof may be amended, modified,
waived, discharged or terminated orally, except 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 shall not define or limit the provisions hereof. This
Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
	 
	 	10.4	 	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.
	 
	 	10.5	 	This Agreement shall be governed by and construed in accordance with the laws
of the State of New York applicable to agreements made in and wholly performed in such
state. The Parties hereby irrevocably submit to the nonexclusive jurisdiction of any
court of the State of New York or the United States of America sitting in the City of
New York, New York, in any action or proceeding arising out of or relating to this
Agreement, and the Parties hereby irrevocably agree that all claims in respect of such
action or proceeding may be heard and determined in any such court. The Parties hereby
irrevocably waive, to the fullest extent they may effectively do so, the defense of an
inconvenient forum to the maintenance of such action or proceeding. The Parties agree
that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law. The Parties hereby waive any right to a trial by a jury and agree that any
action shall be heard and decided by a judge without a jury .
	 
	 	10.6	 	In the event of any dispute between the Parties arising out of this Agreement,
the prevailing Party shall be entitled to recover its reasonable attorneys’ fees
resulting from such proceedings (including appellate and bankruptcy proceedings) in
addition to any other relief awarded.
	 
	 	10.7	 	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, shall be received in
strict confidence and shall be used only for the purpose of this Agreement.
Notwithstanding the foregoing, the receiving Party shall not be prohibited from
disclosing any such information (i) which is or becomes generally available to the
public through no fault of the receiving Party, (ii) which was within the receiving
Party’s possession on a non-confidential basis prior to its disclosure by the
disclosing Party or is independently developed by the receiving Party, (iii) which the
receiving Party is required to disclose by law or judicial order, provided that the
receiving Party shall promptly notify the disclosing Party of such requirement, to the
extent legally permissible, so that the disclosing Party may seek an appropriate
protective order or otherwise seek to protect the confidentiality of such information,
(iv) to its examiners, accountants, auditors or attorneys, or (v) which was disclosed
to the receiving Party without restriction on disclosure by a third party who has the
lawful right to make such disclosure.
	 
	 	10.8	 	Notwithstanding anything to the contrary in this Agreement, for so long as
Seller is required to perform a service that relates to Cash sold to Buyer hereunder,
the processing of Regulation E, or any other matter related to the sale of Cash to
Buyer hereunder, Customer will continue to pay Seller for services rendered.




 









 






	 	10.9	 	All times described herein shall be Eastern Time, either Daylight or Standard,
whichever is in effect upon the Effective Date of this Agreement.
	 
	 	10.10	 	Where the character or amount of any item of income, revenue, costs, expenses
or similar monetary calculation is required to be determined or other accounting
computation is required to be made for purposes of this Agreement, this will be done in
accordance with appropriate accounting principles, which shall be consistently applied.
	 
	 	10.11	 	Each Party may rely on the other Parties’ compliance with all applicable laws.
Violation of any applicable law by a Party which allows or permits said Party to take
any action under or pursuant to this Agreement which such Party would not otherwise
have been able to do or take, shall constitute a breach of this Agreement.
	 
	 	10.12	 	USA PATRIOT Act. To help the government fight the funding of terrorism
and money laundering activities, federal law requires all financial institutions to
obtain, verify, and record information that identifies each individual/business doing
business with Buyer. Accordingly, Buyer will ask the other Parties for information,
including but not limited to, name, address, date of incorporation or formation,
principal place of business, state of incorporation and other information about Seller,
Customer and Agent, respectively, that will allow Buyer to identify Seller, Customer
and Agent, respectively, and the Parties will furnish that information to Buyer.
	 
	 	10.13	 	This is not an exclusive agreement. Nothing in this Agreement is intended to
restrict Buyer from entering into similar agreements with any third party.
	 
	 	10.14	 	Except for a breach of the confidentiality obligations set forth herein or for
damages resulting from intentional acts, no Party will be liable for indirect,
exemplary, punitive, special or consequential damages.
	 
	 	10.15	 	No joint venture, partnership, agency, employment relationship or other joint
enterprise is contemplated by this Agreement. No employee or representative of one of
the Parties shall be considered an employee of any of the other Parties. In making and
performing this Agreement, the Parties shall act at all times as independent
contractors, and at no time shall any Party make any commitments or incur any charges
or expenses for or in the name of any other Party.
	 
	 	10.16	 	All Parties agree not to refer to any other Party directly or indirectly in
any promotion or advertisement, any metatag, any news release or release to any general
or trade publication or any other media without the prior written consent of the Party
whose information is intended to be used, which consent may be withheld at that Party’s
sole and complete discretion.




 









 






	 	10.17	 	If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws effective during the term hereof, such
provision shall be fully severable; this Agreement shall be construed and enforced as
if such illegal, invalid or unenforceable provision had never comprised a part hereof;
and the remaining provisions of this Agreement shall remain in full force and effect
and shall not be affected by the illegal, invalid or unenforceable provision or by its
severance from this Agreement. Furthermore, in lieu of each such illegal, invalid or
unenforceable provision, there shall be added automatically as a part of this Agreement
a legal, valid and enforceable provision as similar in terms to such illegal, invalid
or unenforceable provision as possible.
	 
	 	10.18	 	Buyer hereby acknowledges that all of Seller’s right, title and interest in,
to and under this Agreement and the proceeds of the transactions contemplated hereby
shall be deemed after-acquired property of Seller subject to the security interest
granted by Seller to Agent, on behalf of the secured parties under the Loan and
Servicing Agreement.





[Signatures Follow]




 









 








TRM INVENTORY FUNDING TRUST, as Seller




	 	 	 	 	 
	By:

	 	Wilmington Trust Company, not in its individual 

capacity,
but solely as Owner Trustee
	 
	 	 	 	 
	By:

	 	/s/ Tira L. Johnson
 

Name: Tira L. Johnson
	 	 
	 

	 	Title: Senior Financial Services Officer	 	 
	 
	 	 	 	 
	TRM ATM CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ Michael J. Dolan
 

Name: Michael J. Dolan
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	DZ BANK AG, DEUTSCHE
ZENTRAL-GENOSENSCHAFTSBANK

 FRANKFURT AM MAIN,
as Agent
	 
	 	 	 	 
	By:

	 	/s/ Christian Haesslein
 

Name: Christian Haesslein
	 	 
	 

	 	Title: Assistant Vice President	 	 
	 
	 	 	 	 
	By:

	 	/s/ Sandeep Srinath
 

Name: Sandeep Srinath
	 	 
	 

	 	Title: Vice President	 	 






 









 






Exhibit List (1)




Exhibit A — List of ATMs






 




			
	(1)	 	Pursuant to Regulation S-K Item 601(b)(2), the
Company agrees to furnish supplementally a copy of any omitted schedule or
exhibit to the Securities and Exchange Commission upon request.