exv10w1






Exhibit 10.1




ATM VAULT CASH

PURCHASE AGREEMENT




     This ATM VAULT CASH PURCHASE AGREEMENT (this “Agreement”) is entered into by and among U.S.
BANK NATIONAL ASSOCIATION, 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, 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”), DZ BANK AG, DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK
FRANKFURT AM MAIN, with offices located at 609 Fifth Avenue, New York, New York 10017 (“Agent”),
and U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as collateral agent
under the Loan and Servicing Agreement (as defined below) (in such capacity, “Collateral Agent”),
each referred to herein as a “Party” and collectively referred to herein as “Parties.” This
Agreement shall become effective on November 3, 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 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.,
Collateral Agent (as successor to KeyBank National Association) and Wilmington Trust Company, not
in its individual capacity, but solely as owner trustee (in such capacity, “Owner Trustee”) (as
amended through the date hereof, 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	 	“Agent Letter of Credit” means the irrevocable letter of credit issued by
Letter of Credit Bank on behalf of Customer and in favor of Collateral Agent for the
benefit of the Secured Parties.
	 
	 	1.2	 	“Agent Letter of Credit Instruction Letter” means a letter executed by Agent
instructing Collateral Agent to execute the Agent Letter of Credit Cancellation Notice
and to deliver the Agent Letter of Credit and the Agent Letter of Credit Cancellation
Notice to Letter of Credit Bank upon verbal authorization from Agent.
	 
	 	1.3	 	“Agent Letter of Credit Cancellation Notice” means a letter executed by
Collateral Agent authorizing Letter of Credit Bank to cancel the Agent Letter of
Credit.
	 
	 	1.4	 	“ATM” means the automated teller machines that are listed on Exhibit A hereto.
	 
	 	1.5	 	“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.
	 
	 	1.6	 	“ATM Cash Balance” has the meaning ascribed to it in Section 2.1.
	 
	 	1.7	 	“Business Day” means each day that the Federal Reserve Bank is open for
business.
	 
	 	1.8	 	“Buyer Letter of Credit” means an irrevocable stand-by letter of credit issued
by Letter of Credit Bank on behalf of Customer and in favor of Buyer for two million
U.S. Dollars ($2,000,000.00), in the form attached hereto as Exhibit B.
	 
	 	1.9	 	“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.
	 
	 	1.10	 	“Cash” means the currency placed within an ATM.
	 
	 	1.11	 	“Certificate of Release” means a certificate executed by Collateral Agent, on
behalf of the Secured Parties, acknowledging the release of the Cash located in the
ATMs from the Security Interest effective upon consummation of the Purchase Transaction
(i.e., delivery of the Purchase Price to the Seller Account




 









 






	 	 	 	through same day internal U.S. Bank transfer of immediately available funds from the
Collateral Agent Account)






	 	1.12	 	“Collateral Agent Account” means the following account at U.S. Bank:
	 
	 	 	 	US Bank NA

ABA:  xxxxxxxxx

DDA:  xxxxxxxxxxxx

REF:   xxxxxxxxxxxxx
	 
	 	1.13	 	“Cut-Off Date” means November 3, 2008.
	 
	 	1.14	 	“Cut-Off Time” means the Economic Effect Time for each ATM on the Cut-Off Date.
	 
	 	1.15	 	“Converted ATM” means any ATM that has had its first post-Cut-Off Date ATM
Balancing.
	 
	 	1.16	 	“Courier” means an armored courier service engaged by Customer for the staging
and replenishing of Cash at the ATMs.
	 
	 	1.17	 	“Economic Effect Time” means the end of day cut-off time specified for each ATM
by the Processor.
	 
	 	1.18	 	“Letter of Credit Bank” means Wells Fargo Bank, N.A.
	 
	 	1.19	 	“Processing Transfer Time” means the Economic Effect Time on the Purchase Date.
	 
	 	1.20	 	“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.
	 
	 	1.21	 	“Purchase Date” means November 5, 2008.
	 
	 	1.22	 	“Purchase Price” means 100% of the ATM Cash Balance notified to the Parties
pursuant to Section 2.1.
	 
	 	1.23	 	“Release Payment” means an amount specified in that certain Termination
Agreement, dated as of the Purchase Date, among the parties to the Loan and Servicing
Agreement, which includes all amounts owing by Seller and Customer under the Loan and
Servicing Agreement.
	 
	 	1.24	 	“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.




 









 












	 	1.25	 	“Seller Account” means the following account at Collateral Agent, in the State
of California and in the name of U.S. Bank National Association for the benefit of the
Secured Parties:
	 
	 	 	 	US Bank NA

ABA: xxxxxxxxx

DDA: xxxxxxxxxxxx

REF:  xxxxxxxxxx





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 Seller under Section 3.1:




	 	2.1	 	By 3:00 p.m. pacific standard time on the day immediately preceding the
Purchase Date, Customer shall provide to the Parties 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
	 
	 	h)	 	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 the Business Day prior to the Purchase Date, Agent shall have (a) received
confirmation in form and substance satisfactory to Agent in its sole discretion that
Seller and/or Customer has deposited into the Seller Account an amount equal to the
difference between the Release Payment and the Purchase Price and (b) upon receipt of
such confirmation, provided notification (via e-mail) to Buyer that it is in receipt of
such funds.
	 
	 	2.4	 	Prior to the Purchase Date, Collateral Agent shall have provided notification
(via e-mail) to the other Parties of (a) its receipt of the Agent Letter of Credit
Instruction Letter from Agent and (b) possession of the Agent Letter of Credit and the
Agent Letter of Credit Cancellation Notice by a representative of Collateral Agent
located in Portland, Oregon.
	 
	 	2.5	 	By 12:00 noon central standard time on the Purchase Date, Agent shall have
received confirmation from Collateral Agent in form and substance satisfactory to Agent
in its sole discretion that Buyer has delivered the Purchase Price to the Collateral
Agent Account through same day internal U.S. Bank transfer of immediately available
funds.





ARTICLE III — PURCHASE DATE PAYMENT PROCEDURES





	 	3.1	 	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 as follows:
	 
	 	 	 	The Parties shall join in a conference call during which Agent shall instruct
Collateral Agent to deliver the Agent Letter of Credit and the Agent Letter of
Credit Cancellation Notice to Letter of Credit Bank and the Certificate of Release
to Buyer, whereupon, simultaneously, Collateral Agent shall (a) cause its
representative in Portland, Oregon to deliver the Agent Letter of Credit and the
Agent Letter of Credit Cancellation Notice to Letter of Credit Bank’s representative
at the same location in return for receipt by Buyer’s representative at the same
location of the Buyer Letter of Credit from such representative of Letter of Credit
Bank, (b) deliver the Certificate of Release to Buyer via e-mail and (c) deliver the
Purchase Price to the Seller Account through same day internal U.S. Bank transfer of
immediately available funds from the Collateral Agent Account, after which, 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 Customer. Buyer will provide Customer 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 Customer 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 Customer with the
Reconciliation Report, (a) Buyer shall pay to Customer, by wire transfer of immediately
available funds to an account designated by Customer, the amount, if any, by which the
Actual Cash Balance exceeds the ATM Cash Balance (an “Overage”) and (b) Customer shall
pay to Buyer, by wire transfer of immediately available funds to an account designated
by Buyer, (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
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 of Buyer and Customer 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 Buyer, Seller and Customer hereby represents and warrants to
the other Parties as follows:



 









 






	 	7.1	 	It is a limited liability company, trust or corporation, 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 — LETTER OF CREDIT





	 	9.1	 	On and after the Purchase Date, Customer shall maintain for the benefit of
Buyer the Buyer Letter of Credit, the amount of which shall be inclusive of the eight
hundred thousand U.S. Dollars ($800,000.00) previously agreed to be provided to Buyer
under the Cash Provisioning Agreement. Buyer may draw on the Buyer Letter of Credit
for a period of sixty (60) days after the Purchase Date for the purpose of securing any
Shortage resulting from this Agreement, or as stated in Section 9.2 below. After the
expiration of the sixty (60) day period, Customer may reduce the Buyer Letter of Credit
down to eight hundred thousand U.S. Dollars ($800,000.00) which may be drawn upon by
Buyer consistent with the terms of the Cash Provisioning Agreement. Customer agrees to
immediately notify Buyer upon expiration or termination of the Buyer Letter of Credit.




 









 












	 	9.2	 	In addition to the rights specified above, Buyer, at its option, may draw (in
one (1) or more draws) up to the full amount remaining undrawn on the Buyer Letter of
Credit upon the occurrence of any one (1) or more of the following events: (a)
commencement, whether by or against Customer, of any bankruptcy, reorganization, debt
arrangement or other proceeding under any bankruptcy, reorganization, debt arrangement
or other proceeding under any bankruptcy or insolvency law; (b) notification of
termination of this Agreement by either party; or (c) any failure by Customer to pay
when due any obligation hereunder. In addition, Buyer may draw upon the Buyer Letter
of Credit pursuant to any other condition for draw provided in the Buyer Letter of
Credit or to pay other obligations of Customer to Buyer. No failure to draw, or delay
in making a draw, on the Buyer Letter of Credit shall impair Buyer’s right to draw
thereon at a later time.
	 
	 	9.3	 	Customer acknowledges that it has no interest in any proceeds of any draw on
the Buyer Letter of Credit and that, upon any draw on the Buyer Letter of Credit, Buyer
shall be entitled to hold the proceeds thereof for payment of the obligations under
this Agreement and any other obligations of Customer to Buyer, and to apply such
proceeds in payment thereof as and when Buyer deems appropriate. Buyer shall have no
obligation to remit to any person or entity any excess proceeds of any draw on the
Buyer Letter of Credit until this Agreement has terminated and all obligations
hereunder and other obligations of Customer to Buyer have been paid in full. In the
event of any dispute between Customer and the Letter of Credit Bank of the Buyer Letter
of Credit or any subrogee thereof, or any other person or entity with respect to
entitlement to any excess proceeds of the Buyer Letter of Credit, Buyer may retain all
such proceeds until final resolution of such dispute by a court of competent
jurisdiction, subject to Buyer’s right to retain and apply proceeds in payment of the
obligations hereunder and other obligations of Customer to Buyer.





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

E-mail: STEVEN.GERNES@usbank.com



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

1100 North Market Street

Wilmington, Delaware 19890-1605

Facsimile No.: (302) 651-4140

Attention: Corporate Capital Markets

E-mail: mikeoller@wilmingtontrust.com



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

E-mail: mikedolan@trm.com



If to Agent, to:



DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main

609 5th Avenue, 7th Floor

New York, New York 10017

Attention: Christian Haesslein

Facsimile No.: (212) 745-1651

E-mail: Christian.Haesslein@dzbank.de



If to Collateral Agent, to:



U.S. Bank National Association

EP-MN-WS3D

60 Livingston Avenue

St. Paul, MN 55107

Attention: Toby Robillard, Vice President

Phone: (651) 495-3855

Fax: (866) 831-7910

Email: toby.robillard@usbank.com




 









 









	 	 	 	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	 	Unless otherwise specified herein, 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.
	 
	 	10.19	 	This Agreement has been executed by Wilmington Trust Company not in its
individual capacity but solely in its capacity as Owner Trustee and in no event shall
Wilmington Trust Company in its individual capacity or as Owner Trustee have any
liability for the representations, warranties, covenants, agreements or other
obligations of Seller or any other Person hereunder or other documents delivered
pursuant hereto, as to all of which recourse shall be had solely to the assets of
Seller or such other Person, as applicable.





[Signatures Follow]





 









 








     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly
authorized representatives as of the Effective Date.



	 	 	 	 	 
	ELAN FINANCIAL SERVICES, as Buyer

 	 	 
	By:  	/s/ Richard T. Cullen
 	 	 
	 	Name:  	Richard T. Cullen 	 	 
	 	Title:  	Senior Vice President 	 	 
	 
	TRM INVENTORY FUNDING TRUST, as Seller
	 	 
	 
	By:  	Wilmington Trust Company,

not in its individual capacity,

but solely as Owner Trustee

  	 	 
	By:  	/s/ Michael G. Oller, Jr.
 	 	 
	 	Name:  	Michael G. Oller, Jr. 	 	 
	 	Title:  	Assistant Vice President 	 	 
	 
	TRM ATM CORPORATION, as Customer

 	 	 
	By:  	/s/ Michael J. Dolan
 	 	 
	 	Name:  	Michael J. Dolan 	 	 
	 	Title:  	Chief Financial Officer 	 	 
	 
	DZ BANK AG, DEUTSCHE ZENTRAL-

GENOSSENSCHAFTSBANK

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 	 	 
	 
	Acknowledged and Agreed to

as of the date first written above:


U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity,

but solely as Collateral Agent

 	 	 
	By:  	/s/ Toby Robillard
 	 	 
	 	Name:  	Toby Robillard 	 	 
	 	Title:  	Vice President 	 	 



 









 






	 	 	 	 	 



Exhibit List (1)




Exhibit A — List of ATMs




Exhibit B — Letter of Credit






 




			
	(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.