exv10w8






Exhibit 10.8




EXECUTION VERSION




TERMINATION AGREEMENT




November 5, 2008




	 	 	 
	DZ Bank AG, Deutsche

	 	GSS Holdings, Inc.
	Zentral-Genossenschaftsbank

	 	114 West 47th Street
	Frankfurt am Main

	 	Suite 2310
	609 5th Avenue, 7th Floor 

New York, New York 10017

Attention: Christian Haesslein

	 	New York, New York 10036

Attention: Andrew Stidd
	 
	 	 
	Autobahn Funding Company LLC

	 	U.S. Bank National Association
	c/o DZ Bank AG, Deutsche

	 	60 Livingston Avenue
	Zentral-Genossenschaftsbank

	 	St. Paul, Minnesota 55107
	Frankfurt am Main 

609 5th Avenue, 7th Floor 

New York, New York 10017

Attention: Christian Haesslein

	 	Attention: Toby Robillard
	 
	 	 
	Wilmington Trust Company 

1100 North Market Street 

Wilmington, Delaware 19890

Attention: Corporate Capital Markets
	 	 
	 
	 	 
	Ladies and Gentlemen:
	 	 






Reference is made to (i) that certain Loan and Servicing Agreement, dated as of March 17, 2000, by
and among TRM Inventory Funding Trust, as borrower (the “Borrower”), TRM ATM Corporation,
in its individual capacity and as servicer (“TRM ATM”), Autobahn Funding Company LLC, as
the lender (in such capacity, the “Lender”) and as a certificate purchaser (in such
capacity, a “Certificate Purchaser”) and GSS Holdings, Inc., as a certificate purchaser (a
“Certificate Purchaser” and together with Autobahn Funding Company LLC, the
“Certificate Purchasers”), DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am
Main, as administrative agent (in such capacity, the “Administrative Agent”) and as
liquidity agent (in such capacity, the “Liquidity Agent”), U.S. Bank National Association
(as successor to Keybank National Association), as collateral agent (the “Collateral
Agent”), and Wilmington Trust Company, as note registrar and as owner trustee (in such
capacity, the “Owner Trustee”) (as amended through the date hereof, the “Loan and
Servicing Agreement”) and (ii) that certain ATM Vault Cash Purchase Agreement, dated as of the
date hereof, by and among Genpass Technologies, LLC doing business as Elan Financial Services, as
buyer (the “Buyer”), the Borrower, as seller, TRM ATM, as customer and the Administrative
Agent, as agent (the “Cash 



 









 





Purchase Agreement”). Capitalized terms used but not defined herein have the meanings
provided in the Loan and Servicing Agreement.



The Borrower hereby agrees to wire, or to cause its designee to wire, $50,927,555.04 (the
“Release Payment”) to the Credit Balance Settlement Account in immediately available funds
by 12:30 p.m. central standard time on November 5, 2008 (the “Release Condition”) in
consideration for the termination of the Transaction Documents (other than the Trust Agreement) and
release of all collateral granted by the Borrower and the Owner Trustee thereunder and in full
satisfaction of all obligations of the Borrower to the Lender, the Certificate Purchasers, the
Administrative Agent and the Collateral Agent (the “Obligations”). The components (e.g.,
principal, interest, fees and expenses) of the Release Payment are specified on Schedule I hereto.



By acknowledging below, each of the Lender, the Certificate Purchasers, the Administrative Agent
and the Collateral Agent hereby agrees that, upon satisfaction of the Release Condition, (i) it
automatically releases any and all right, title, claim and interest in the assets or property of
the Borrower (including all “Cash” (as defined in the Cash Purchase Agreement)) it may have under
the Transaction Documents and authorizes the Borrower to file any requisite UCC-3 termination
statements and UCC assignments in respect thereof, (ii) the Obligations shall be fully satisfied,
and the Transaction Documents (other than the Trust Agreement — although the Certificate
Purchasers shall no longer have any right, title or interest in the Borrower) shall be terminated
(other than such provisions thereof which by their terms expressly survive the termination
thereof), and (iii) it shall, at the expense of Borrower, execute and deliver to Borrower any
release or termination documents provided by, and reasonably requested by, Borrower from or after
the date hereof to further effectuate the foregoing.



TRM ATM hereby agrees to indemnify the Administrative Agent forthwith on demand, from and against
any and all Indemnified Amounts awarded against or incurred by the Administrative Agent, as
applicable, as a result of the Cash Purchase Agreement or any of the transactions and amendments
contemplated thereby, including, without limitation, any claim arising out thereof or relating
thereto, excluding, however, Indemnified Amounts awarded against or incurred by the
Administrative Agent to the extent determined by a court of competent jurisdiction or in binding
arbitration to have resulted from gross negligence or willful misconduct on the part of the
Administrative Agent.



This Termination Agreement may be executed in any number of counterparts by the parties hereto,
each of which counterparts when so executed shall be an original, but all the counterparts shall
together constitute one and the same agreement. The parties hereto agree that delivery of an
executed counterpart of a signature page to this Termination Agreement by facsimile shall be
effective as delivery of an original executed counterpart of this Termination Agreement.



THIS TERMINATION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK.



This Termination 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 the Borrower 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 the Borrower.



If you are in agreement with the foregoing terms, kindly execute this Termination Agreement in the
space provided below.



	 	 	 	 	 
	 	Very truly yours,




TRM INVENTORY FUNDING TRUST,

as the Borrower

 	 
	 	By:  	              Wilmington Trust Company,
 	 
	 	 	not in its individual capacity, 	 
	 	 	but solely as Owner Trustee 	 



	 	 	 	 	 
	 	By:  	              /s/ Geoffrey J. Lewis
 	 
	 	 	Name:  	Geoffrey J. Lewis 	 
	 	 	Title:  	Senior Financial Services Officer 	 
	 
	 	TRM ATM CORPORATION

 	 
	 	By:  	/s/ Michael Dolan
 	 
	 	 	Name:  	Michael Dolan 	 
	 	 	Title:  	CFO 	 



[signatures continue on the following page]




 









 








	 	 	 	 	 
	 	Acknowledged and Agreed to

as of the date first written above:




AUTOBAHN FUNDING COMPANY LLC,

as the Lender and a Certificate Purchaser
 	 
	 
	 	By:  	             DZ Bank AG, Deutsche
 	 
	 	 	Zentral-Genossenschaftsbank 	 
	 	 	Frankfurt am Main 	 



	 	 	 	 	 
	 	By:  	            /s/ Christian Haesslein
 	 
	 	 	Name:  	Christian Haesslein 	 
	 	 	Title:  	Assistant Vice President 	 
	 	 	 
	 	By:  	            /s/ Sandeep Srinath
 	 
	 	 	Name:  	Sandeep Srinath 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	DZ BANK AG, DEUTSCHE ZENTRAL-

GENOSSENSCHAFTSBANK 
FRANKFURT AM MAIN,

as the Administrative Agent and

as the Liquidity 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:


GSS HOLDINGS INC.,

as a Certificate Purchaser

 	 
	 	By:  	/s/ Bernard J. Angelo
 	 
	 	 	Name:  	Bernard J. Angelo 	 
	 	 	Title:  	Vice President 	 



[signatures continue on the following page]





 









 





	 	 	 	 	 
	 	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 	 
	 
	 	Acknowledged and Agreed to

as of the date first written above:


WILMINGTON TRUST COMPANY,

not in its individual capacity,

but solely as Owner Trustee

 	 
	 	By:  	/s/ Geoffrey J. Lewis
 	 
	 	 	Name:  	Geoffrey J. Lewis 	 
	 	 	Title:  	Senior Financial Services Officer 	 



 









 









Schedule List
(1)








Schedule I — Flow of Funds Schedule






 




			
	(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.