exv10w3






Exhibit 10.3




CASH PROVISIONING AGREEMENT




(ISO PAYS CARRIER)



This CASH PROVISIONING AGREEMENT (“Agreement”) is entered into, by and among, U.S. Bank, National
Association dba Elan Financial Services (“Elan”), with offices located at 1255 Corporate Drive,
Irving, TX 75038, TRM ATM Corporation with its principal office located at 1101 Kings Hwy N, Suite
G100 Cherry Hill, NJ 08034 (“ATM Owner”), TRM ATM Corporation with its principal office located at
1101 Kings Hwy N, Suite G100 Cherry Hill, NJ 08034 (“ATM Manager”), and Brink’s U.S., A Division
of Brink’s, Incorporated with its principal office located at 555 Dividend Drive, Suite 100,
Coppell, TX 75019 (“Carrier”), each referred to herein as a “Party” and collectively referred to
herein as “Parties.” This Agreement shall become effective upon signing by or on the behalf of
Elan (“Effective Date”) and supercedes any previous or like agreement entered into by the Parties
in its entirety.




PURPOSE



This Agreement is for the purpose of enabling Elan to provide Currency (as hereinafter defined),
through the services of Carrier, to the ATM Manager for use in the operation of the ATMs (as
hereinafter defined) belonging to the ATM Owner, without transferring ownership of the Currency
from Elan, and to provide rights and responsibilities for all Parties having access to the ATMs,
including without limitation, the entity providing maintenance services for the ATMs, as such
access relates to the Currency provided by and belonging to Elan.




RECITALS



WHEREAS, ATM Owner owns a number of automated teller machines (individually and collectively the
“ATMs”) located in various sites throughout the United States, which sites are accessible to
customers of Elan and other financial institutions for the provision of certain banking services on
a daily basis; and



WHEREAS, ATM Manager is responsible for the proper operation of the ATMs; and



WHEREAS, ATM Manager has a substantial need for supplies of Currency with which to operate the
ATMs; and



WHEREAS, Elan provides various services to ATM operators and independent sales organizations
incidental to the ownership and operation of ATMs; and



WHEREAS, Elan, a subsidiary of the U.S. Bancorp will, through the use of Carrier and under certain
terms and conditions already in effect between Elan and Carrier, supply Currency to ATM Manager for
use in the ATMs; and



WHEREAS, the Currency supplied by Elan shall be in a bailment relationship between Elan and ATM
Manager, intended to allow ATM Manager the use of the money for proper operation of the ATMs,
indirectly providing benefits to customers of Elan who use the ATMs.



NOW, THEREFORE, in consideration of the covenants and conditions contained in this Agreement and
for other good and valuable consideration, the receipt and sufficiency of which is


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acknowledged, the Parties hereto, intending to be legally bound, agree to the terms and conditions
set forth below.





	I.	 	DEFINITIONS.






	 	A.	 	“Confidential Information” shall mean information and proprietary materials of
a Party as defined more fully in Section VI.
	 
	 	B.	 	“Currency” means United States legal tender issued in the form of a Federal
Reserve Note by the United States Federal Reserve Banks or a United States Note by the
United States Treasury Department, owned by Elan and provided for the use of ATM Owner
under the terms and conditions set forth in this Agreement.
	 
	 	C.	 	“Electronic Lock” shall mean a Kaba Mas Cencon 2000 lock or such other ATM
electronic lock as is agreed by the Parties as an equivalent lock.
	 
	 	D.	 	“Loss” shall mean the loss of Elan’s Currency resulting from theft, holdup,
burglary, extortion, wrongful abstraction from an ATM, fire, destruction,
disappearance, defalcation, mysterious disappearance, misappropriation, shortage, and
any other type of casualty or loss, whether explained or unexplained.






	II.	 	BAILMENT. This Agreement shall create a bailment relationship between Elan, as
bailor, and ATM Manager, as bailee, for the specific purpose of Elan’s delivery of Currency to
Carrier, as agent for Elan, for use in the ATMs. Carrier is not a bailee under this
Agreement. Any terms and conditions herein that do not specifically mention Carrier are not
applicable to Carrier, and Carrier has no obligations related to such terms and conditions.






	 	A.	 	Amount of Currency. The amount of Currency that shall be delivered
from time to time in amounts based upon the ATM operational needs, as determined by the
volume and frequency of withdrawals from the ATMs documented by the ATM Manager in the
ATMs settlement process, up to the total amount outstanding at any point in time as set
forth in Exhibit A. At no time will Elan be obligated to deliver an amount of
Currency which, in total, exceeds the amount set forth in Exhibit A (Currency
Amounts), unless a greater amount is agreed to in writing by Elan.
	 
	 	B.	 	Ownership of Currency. Notwithstanding that the Currency may be in the
physical possession or custody of someone other than Elan, including without
limitation, the ATMs, the Parties acknowledge and agree that until dispensed from an
ATM to a customer of that ATM, the Currency shall be the sole and exclusive property of
Elan and neither ATM Owner, nor ATM Manager, nor Carrier, nor any third party shall
have any interest (including without limitation, legal, equitable or security interest)
in or to such Currency. In no event will legal title to the Currency pass to ATM
Owner, ATM Manager or Carrier.
	 
	 	C.	 	Acceptance of Bailment. From and after delivery of Currency to the
ATMs by Carrier, and until the Currency is dispensed from the ATMs to customers of the
ATMs and the amount thereof is repaid to Elan, plus Elan’s fees and charges, the ATM
Owner and the ATM Manager hereby jointly and severally assume all




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	 	 	 	responsibility and bear all risk of loss for the transfer, handling and settlement
of the Currency, including without limitation, loss suffered or created by theft,
damage, destruction, fraud, dispute resolution or incorrect dispensing. ATM Owner
and ATM Manager shall jointly and severally indemnify, defend and hold Elan harmless
from any loss, cost or expense incurred by Elan with regard to the Currency.
Carrier shall be liable to Elan for any Loss incurred by Elan if such Loss is the
responsibility of Carrier as described in Exhibit B, attached hereto and
incorporated herein by this reference, and the ATM Master Services Agreement,
effective as of April 1, 2004, for the provision of ATM services for Currency
transport, replenishment and other related services, including Elan’s right to ‘Add,
Move or Delete’ ATMs serviced by Carrier, entered into by U.S. Bank and Carrier (the
“Master Services Agreement”).
	 
	 	D.	 	Processing Agreement. The Parties agree that as of the Effective Date
hereof, ATM Manager has entered into that certain processing agreement (“Elan
Processing Agreement”) with Elan that governs processing the ATM Owner’s ATMs. Elan or
ATM Owner may terminate this Agreement without penalty in the event the Elan Processing
Agreement is terminated.
	 
	 	E.	 	Termination Rights. Upon an adverse change in the financial condition
of the ATM Manager or ATM Owner, as determined by Elan in its sole discretion
reasonably applied, Elan may terminate this bailment upon ninety (90) days written
notice to ATM Manager, and take such action necessary to recover the Currency from the
ATMs. Upon theft of the Currency, bankruptcy or insolvency, fraud, failure by ATM
Manager to perform as stated above, action or inaction by ATM Manager or ATM Owner
which exposes the Currency to an increase risk for loss, or upon the occurrence of a
Force Majeure event as specified in Section E of the Agreement which exposes the
Currency to increased risk of loss, Elan may immediately terminate this bailment, and
take such action necessary to recover the Currency from the ATMs. ATM Manager and ATM
Owner shall vigorously oppose any attempts made by a creditor of ATM Manager or ATM
Owner to levy the Currency placed in the ATMs by Elan or its Carrier.






	III.	 	SERVICE AND ACCESS.






	 	A.	 	Servicing the ATMs. The ATM Manager shall maintain the ATMs, including
without limitation, replenishing the transaction receipts and all levels of maintenance
for the ATMs. This maintenance shall be accomplished by ATM Manager at a level that,
at a minimum, meets the standards of the ATM industry. ATM Manager shall have no access
to the ATM vault, the Currency contained in the ATMs, or any form of deposits contained
within the ATMs.
	 
	 	B.	 	Access to the Currency. During the term of this Agreement and until
Elan recovers all the Currency, or its equivalent in another payment medium, and all
the fees due Elan, ATM Owner and ATM Manager shall have no access to Elan’s vault, the
vault of the Carrier, or to the vault of any ATMs which contain the Currency supplied
by Elan. Only the Carrier shall have access to the Currency during transport and only
the Carrier may have access to the Currency contained




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	 	 	 	in the ATMs. ATM Owner, ATM Manager and Carrier may engage in a separate agreement
for the provision of ATM services for Currency transport, replenishment and other
related services, provided such agreement does not alter the obligations of each of
them under this Agreement and does not alter the liability of either of them to the
other Parties to this Agreement in a manner that is inconsistent with the terms of
this Agreement, including without limitation the obligations of Carrier contained in
Exhibit B (Carrier Services), attached hereto and incorporated herein by
this reference. Carrier expressly recognizes and acknowledges the ownership rights
of Elan in and to the Currency that is provided by Elan for use in the ATMs.
Carrier also recognizes and acknowledges the bailment relationship existing between
ATM Manager and Elan with respect to the handling of the Currency. ATM Manager and
ATM Owner agree that Elan shall be the sole and exclusive source of cash for the
ATMs listed on Exhibit D until this Agreement is terminated.






	IV.	 	TERM AND TERMINATION.






	 	A.	 	Term. The term of this Agreement shall be for a period of five (5)
years, commencing as of the Effective Date (“Initial Term”). Thereafter, this
Agreement shall automatically renew for additional periods of one (1) year (each a
“Renewal Term”) unless any Party gives the other Parties written notice of its intent
to terminate at least sixty (60) days prior to the end of the Initial Term or any
Renewal Term. Provided, however, that this Agreement shall terminate, without penalty
to any Party, upon the termination of the Elan Processing Agreement between Elan and
ATM Manager or the bailment pursuant to Section II.E of this Agreement.
	 
	 	B.	 	Termination.






	 	1.	 	Any Party may terminate this Agreement at any time upon written
notice to the other Parties in the event of the occurrence of one of the
following:






	 	(a)	 	One of the other Parties (i) terminates or
suspends its business, (ii) becomes subject to any bankruptcy or
insolvency proceeding under Federal or state statute, (iii) becomes
insolvent or becomes subject to direct control by a trustee, receiver
or similar authority, (iv) has wound up or liquidated, voluntarily or
otherwise, or (v) is required to terminate its involvement in the
activities covered by the Agreement by order of a court of competent
jurisdiction or a regulatory agency which governs the activities of the
Party.
	 
	 	(b)	 	At least one of the other Parties materially
defaults in the performance of any of its duties or obligations
hereunder, which default shall not be substantially cured within thirty
(30) days after notice is given to the defaulting Party specifying the
default, then any of the Parties not in default may, by giving notice
thereof to the defaulting Party and all the other non-defaulting
Parties, terminate this Agreement for cause.




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	 	(c)	 	Upon an adverse change in the financial
condition of the ATM Manager or ATM Owner, as determined by Elan in its
sole discretion reasonably applied, Elan may terminate this Agreement
upon ninety (90) days prior written notice.






	 	2.	 	Elan may terminate the Agreement immediately and without prior
notice upon the occurrence of one of the following:






	 	(a)	 	An audit conducted by or on behalf of Elan
reveals that Carrier has failed to segregate Elan’s Currency.
	 
	 	(b)	 	An unauthorized Party or third party accesses a
vault or an ATM and obtains Currency belonging to Elan.






	 	3.	 	Upon termination of this Agreement, ATM Manager shall
immediately pay all sums due and owing to Elan, including without limitation,
all Currency in the ATMs, which Currency shall be returned to Elan pursuant to
Section XI.F. In the event Elan directs Carrier to remove the Currency from
the ATMs and the ATM Manager or ATM Owner is unwilling or unable to pay the
service fees to Carrier for the removal of the Currency, Elan will pay the
service fees to the Carrier for such removal of Currency from the ATMs.
	 
	 	4.	 	ATM Manager can terminate specific sites from this Agreement if
it is the result of ATM Manager losing the contractual right to provide service
to such sites.






	V.	 	FEES AND PAYMENT.






	 	A.	 	Fees. ATM Manager shall pay Elan those fees and charges as set forth
on Exhibit C (Elan Fees and Charges for ATM Manager), in accordance with the
requirements contained therein. In the event ATM Manager fails to pay the fees and
charges as agreed, ATM Owner shall be responsible for payment of the fees and charges
not paid by ATM Manager. Exhibit C will be maintained as a confidential
document between Elan and ATM Manager and no other Party to this Agreement, nor any
third party, shall be allowed access to such Exhibit C, except as required in
accordance with Section VI.B. In the event the fees and charges are not paid in
accordance with the payment obligations set forth in Exhibit C, interest shall
be due and payable on the unpaid balance at the lesser of 1.5% per month, or the
highest rate of interest allowed by law. ATM Manager shall pay Carrier those fees and
charges as set forth in the ATM Services Agreement, in accordance with the
requirements contained therein. In the event ATM Manager fails to pay the fees and
charges as agreed, ATM Owner shall be responsible for payment of the fees and charges
not paid by ATM Manager. If ATM Manager and ATM Owner do not pay the fees and charges
to Carrier under the ATM Services Agreement, Carrier may terminate this Agreement upon
written notice to the Parties. If Elan requires Carrier to pull Currency from the
terminals and ATM Manager and ATM Owner fail to pay the fees and charges to Carrier,
Elan agrees to pay such charges.




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	VI.	 	CONFIDENTIAL INFORMATION.
	 
	 	 	The Parties acknowledge that each may have access to, or be provided with, information or
documentation, which each Party regards as confidential or proprietary. The receiving
parties are referred to as ‘Recipient’ and the party providing the information is referred
to as ‘Owner’. Such information or documentation shall be dealt with as set forth below.






	 	A.	 	Definition of Confidential Information. “Confidential Information”
includes both information of a commercial nature and information related to customers
of the ATMs. Confidential Information includes, without limitation, the following
whether now in existence of hereafter created:






	 	1.	 	any information of or about Elan’s consumer customers of any
nature whatsoever, and specifically including without limitation, the fact that
someone is a customer or prospective customer of Elan, all lists of customers,
former customers, applicants and prospective customers and all personal or
financial information relating to and identified with such persons (“Customer
Information”);
	 
	 	2.	 	all information marked as “confidential” or similarly marked,
or information that the Recipient should, in the exercise of reasonable
business judgment, recognize as confidential;
	 
	 	3.	 	all business, financial or technical information of the Owner
and any of the Owner’s vendors (including, but not limited to account numbers,
and software licensed from third parties or owned by the Owner or its
affiliates);
	 
	 	4.	 	the Owner’s marketing philosophy and objectives, promotions,
markets, materials, financial results, technological developments and other
similar proprietary information and materials;
	 
	 	5.	 	all information protected by rights embodied in copyrights,
whether registered or unregistered (including all derivative works), patents or
pending patent applications, “know how,” trade secrets, and any other
intellectual property rights of the Owner or Owner’s licensors;
	 
	 	6.	 	information with respect to employees of Elan which is
non-public, confidential, business related, or proprietary in nature,
including, without limitation, contact information for employees, personal
employee identification numbers, and any other personal information released to
you regarding employees in the past and in the future; and
	 
	 	7.	 	all notes, memoranda, analyses, compilations, studies and other
documents, whether prepared by the Owner, the Recipient or others, which
contain or otherwise reflect Confidential Information.






	 	B.	 	Essential Obligation.






	 	1.	 	Confidential Information must be held in confidence and
disclosed only to those employees or agents whose duties reasonably require
access to such information. Recipient must protect the Owner’s Confidential
Information using at least the same degree of care, but no less than a
reasonable degree




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	 	 	 	of care, to prevent the unauthorized use, disclosure or duplication (except
as required for backup systems) of such Confidential Information as
Recipient uses to protect its own confidential information of a similar
nature.






	 	2.	 	Because Elan is a subsidiary of a federally-regulated financial
institution that must comply with the safeguards for Customer Information
contained in the Gramm-Leach-Bliley Act (“GLBA”) and regulations promulgated
pursuant to GLBA, ATM Owner, ATM Manager and Carrier must each establish
appropriate measures designed to safeguard Customer Information.
Specifically, ATM Owner, ATM Manager and Carrier must establish and maintain
data security policies and procedures designed to ensure the following:






	 	(a)	 	security and confidentiality of Customer
Information;
	 
	 	(b)	 	protection against anticipated threats or
hazards to the security or integrity of Customer Information;
	 
	 	(c)	 	protection against the unauthorized access or
use of Customer Information.






	 	3.	 	Elan has a non-waivable, statutorily mandated obligation to
monitor and audit the ATM Owner, ATM Manager and Carrier’s compliance with this
Section to verify that adequate safeguards are in effect to assure these
protections occur. ATM Owner, ATM Manager and Carrier agree to fully cooperate
during regular business hours upon not less than 48 hours’ notice to the ATM
Owner, ATM Manager or Carrier to provide to Elan documentation reasonably
required to provide confirmation of satisfactory completion of audits and
system test results acquired by ATM Owner, ATM Manager and Carrier in relation
to the data security policies and procedures designed to meet the requirements
set forth above.






	 	C.	 	Compelled Disclosure. If Recipient is required by a court or
governmental agency having proper jurisdiction to disclose any Confidential
Information, Recipient, if not otherwise prohibited by applicable law or regulation,
must promptly provide to the Owner notice of such request to enable the Owner to seek
an appropriate protective order.
	 
	 	D.	 	Limited Use of Confidential Information and Survival of Obligations.
Recipient may use the Confidential Information only as necessary for Recipient’s
performance hereunder or pursuant to rights granted herein and for no other purpose.
Recipient’s limited right to use the Confidential Information expires upon expiration
or termination of this Agreement for any reason. Recipient’s obligations of
confidentiality and non-disclosure survive termination or expiration for any reason of
this Agreement.
	 
	 	E.	 	Disposition of Confidential Information. Recipient agrees to develop
and maintain appropriate security measures for the proper disposal and destruction of
Confidential Information, as required by applicable law. Upon Expiration of
Recipient’s limited right to use the Confidential Information, Recipient must




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	 	 	 	return all physical embodiments thereof to Owner or, with Owner’s permission,
Recipient may destroy the Confidential Information. Recipient shall provide written
certification to Owner that Recipient has returned, or destroyed, all such
Confidential Information in Recipient’s possession. Notwithstanding the foregoing,
Recipient may retain one archival copy of Confidential Information, which may be
used solely to demonstrate compliance with the provisions of this Section or for
investigation purposes in the event of a dispute under this Agreement or any related
agreements.






	 	F.	 	Disclosure to Third Parties. If disclosure of Confidential Information
to third parties is required or allowed under this Agreement, Recipient must ensure
that such third parties have express obligations of confidentiality and non-disclosure
substantially similar to Recipient’s obligations hereunder. Liability for damages
because of disclosure of Confidential Information by any such third parties must be
borne by Recipient.
	 
	 	G.	 	Exclusions. Except for Customer(s) information, the term “Confidential
Information” excludes any portion of such information that Recipient can establish to
have:






	 	1.	 	been publicly known without breach of this Agreement;
	 
	 	2.	 	been known by Recipient without any obligation of
confidentiality, prior to disclosure of such Confidential Information; or
	 
	 	3.	 	been received in good faith from a third-party source that to
Recipient’s reasonable knowledge rightfully disclosed such information; or
	 
	 	4.	 	been developed independently by Recipient without reference to
the Owner’s Confidential Information.






	 	H.	 	Remedies. If Recipient or any of its representatives or agents
breaches the covenants set forth in this Agreement, irreparable injury may result to
the Owner or third parties entrusting Confidential Information to the Owner.
Therefore, the Owner’s remedies at law may be inadequate and the Owner shall be
entitled to seek an injunction to restrain any continuing breach. Notwithstanding any
limitation on Recipient’s liability, the Owner shall further be entitled any other
rights and remedies that it may have at law or in equity.
	 
	 	I.	 	Intrusions/Disclosures. If there is any actual theft of, accidental
disclosure of, loss of, or inability to account for any Confidential Information by a
Party or any of its subcontractors (collectively “Disclosure”) or any unauthorized
intrusions into a Party’s or any of its subcontractor’s facilities or secure systems,
containing Elan’s Customer Information, (collectively “Intrusion”) the Party must
immediately i) notify Elan, ii) estimate the Disclosure’s or Intrusion’s effect on
Elan, iii) specify the corrective action to be taken, and iv) investigate and determine
if an Intrusion or Disclosure of Elan’s Customer Information has occurred. If, based
upon the Party’s investigation, the Party determines that there has been an actual
Disclosure or Intrusion, the Party must promptly notify Elan, and must promptly
investigate the scope of the Disclosure or Intrusion, and must promptly take corrective
action to prevent further Disclosure or Intrusion. The




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	 	 	 	Party must, as soon as is reasonably practicable, make a report to Elan including
details of the Disclosure (including Customer(s)’ identities and the nature of the
information disclosed) or Intrusion and the corrective action the Party has taken to
prevent further Disclosure or Intrusion. The Party must, in the case of a
Disclosure cooperate fully with Elan to notify Elan’s Customer(s) as to the fact of
and the circumstances of the Disclosure of the Customer’s particular information.
Additionally, the Party must cooperate fully with all government regulatory agencies
or law enforcement agencies having jurisdiction and authority for investigating a
Disclosure or any known or suspected criminal activity. In the event that a
Disclosure is determined to be directly attributable to Elan, then Elan agrees to
initiate a same or similar investigation of the Disclosure and/or Intrusion, and
shall also indemnify and hold harmless the Parties to this Agreement from any
resulting liability directly attributable to Elan.






	VII.	 	LIMITATION OF LIABILITY, WARRANTIES AND INDEMNIFICATION.






	 	A.	 	LIMITATION OF LIABILITY. ATM Owner and ATM Manager acknowledge that
the fees for the services provided by Elan are very small in relation to the Currency
provided and consequently Elan’s willingness to provide the Currency is based in part
upon the liability limitations contained herein. Therefore, Elan’s liability hereunder
to ATM Owner and ATM Manager shall not exceed, in the aggregate, an amount equal to the
fees received by Elan during the three (3) months prior to any claim made against Elan
for damages. In no event will Elan, or its agents, officers, directors, or employees
be liable for any indirect, exemplary, punitive, special, or consequential damages.
The limitation of liability between Elan and Carrier is governed by the Master Services
Agreement. Carrier or its agents, officers, directors, or employees shall not be
liable for any indirect, exemplary, punitive, special, or consequential damages
(including lost profits, interest or savings).
	 
	 	B.	 	WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
ELAN AND CARRIER DISCLAIM ANY AND ALL WARRANTIES CONCERNING ANY PRODUCTS OR SERVICES
PROVIDED UNDER THE AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
	 
	 	C.	 	INDEMNIFICATIONS. The Parties agree to the following indemnifications
and obligation s under this Agreement:






	 	1.	 	Each Party shall indemnify, defend and hold harmless the other
Parties and their respective officers, directors and agents against all claims
or suits made by third parties for bodily injury (including death) or damage to
property (except for Currency provided hereunder), to the extent such claims or
suits arise directly and solely out of the indemnifying Party’s negligence or
willful misconduct in the performance of obligations under this Agreement
including but not limited to all reasonable attorneys’ fees and other costs and
expenses paid or incurred by the indemnified Parties.




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	 	 	 	The indemnifying Party shall have the right to control the defense of any
such claims or suits. The indemnified Party may participate in such
proceeding provided they pay their own costs and expenses related to its
participation. The indemnification obligation shall be contingent upon
receiving timely notice of suits and claims from the Parties seeking
indemnification.
	 
	 	2.	 	Elan, ATM Manager and ATM Owner shall indemnify and hold
harmless Carrier and its agents, officers, director, corporate parents,
affiliates and employees from and against any and all liability Carrier may
incur while following any instructions from Elan. Provided, however, Elan’s,
ATM Manager’s and ATM Owner’s duty to indemnify and hold Carrier harmless is
limited to the extent such liability is not caused by Carrier’s negligence,
willful misconduct or a breach of Carrier’s obligations under this Agreement or
the ATM Services Agreement.






	VIII.	 	SECURITY INTEREST.
	 
	 	 	Security Interest. In order to secure ATM contractual obligations to Elan hereunder,
including all indemnity obligations with respect to the Currency placed in an ATM, ATM
Manager grants to Elan a continuing subordinated lien and security interest in the ATMs,
subject to the security interest of Lampe Conway & Co. LLC, Notemachine Limited, Doug
Falcone and any third party providing the direct financing of any ATM equipment, all funds
and other proceeds due ATM Manager with respect to any of the ATMs, including settlement
charges due from any users of an ATM, and all proceeds of the foregoing. ATM Manager shall
also execute and deliver at ATM Manager’s expense such financing statements and other
documents as Elan may require in order to perfect the foregoing security interests.
	 
	IX.	 	REPRESENTATIONS AND WARRANTIES OF THE PARTIES.
	 
	 	 	ATM Owner, ATM Manager, Carrier and Elan, as appropriate, hereby represent and warrant as
follows and acknowledge that the other parties are relying on such representations and
warranties in entering into this Agreement:






	 	A.	 	ATM Owner has full and complete legal title to the ATMs or the right to possess
and use the ATMs, and, except as set forth on Schedule 1 hereof, the ATMs are
free and clear of any prior claims, security interests, pledges, attachment
proceedings, seizures, mortgage, lien, judgment, execution process or other encumbrance
and ATM Owner has the legal authority to place Elan’s Currency into the ATMs.
	 
	 	B.	 	Except as set forth in Schedule 1, ATM Owner, ATM Manager and Carrier
have not permitted, suffered or caused, nor will any of them permit, suffer or cause,
as applicable, any encumbrances to be placed upon the ATMs during the term of this
Agreement. In the event any encumbrance not set forth in Schedule 1 is placed upon an
ATM, the Party responsible shall immediately cause such encumbrance to be discharged,
satisfied or bonded off to the satisfaction of Elan.




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	 	C.	 	ATM Owner and ATM Manager have the legal authority to locate and place all ATMs
at the designated locations as set forth in Exhibit D, attached hereto and
incorporated herein by this reference.
	 
	 	D.	 	There are no pending or threatened litigations, suits, proceedings or claims
against ATM Owner, ATM Manager or Carrier, nor are there any liens, contracts or court
orders pending or existing which could encumber the Currency once delivered to Carrier,
or otherwise placed in the ATMs.
	 
	 	E.	 	ATM Owner and ATM Manager and their agents hold the Currency as a custodian,
acting in a fiduciary capacity for the benefit of Elan.
	 
	 	F.	 	Each of ATM Owner, ATM Manager, Carrier and Elan is duly organized, validly
existing and in good standing pursuant to applicable state and/or federal laws under
which it is organized, and each is qualified to do business in all jurisdictions as may
be required for the conduct of its respective business activities hereunder. Each of
ATM Owner, ATM Manager, Carrier and Elan has full power and lawful authority to (i) own
and operate its assets, properties and business; (ii) carry on its business as
presently conducted; and (iii) enter into and perform this Agreement. The persons
executing this Agreement have full authority to bind their respective Party to the
terms and conditions hereof.
	 
	 	G.	 	The execution and delivery of this Agreement by each of ATM Owner, ATM Manager,
Carrier and Elan, and the performance by each such Party of its respective obligations
hereof (i) are within its organizational powers; (ii) have been duly authorized by all
necessary organizational action; (iii) does not and will not conflict with or
constitute a breach or violation of its governing organizational documents; and (iv)
does not and will not conflict with or constitute a breach or violation of any material
agreement, indenture, deed of trust, lease, mortgage, loan agreement or any other
material instrument or undertaking to which such Party is a party.
	 
	 	H.	 	This Agreement constitutes a valid and legally binding obligation of each of
ATM Owner, ATM Manager, Carrier and Elan, enforceable against such Party in accordance
with its terms and conditions.
	 
	 	I.	 	Carrier confirms and represents that it has a business resumption and
contingency plan (“Plan”), designed for the purpose of ensuring continued provision of
the services in the event of a problem affecting Carrier’s operations, including system
breakdown and natural or man-made disaster At a minimum, the Plan must include, or
provide for, Carrier’s responsibility for backing up and otherwise protecting program
and data files, for protecting equipment, and for maintaining disaster recovery and
contingency plans. Carrier must periodically test its Plan and, if prudent, update the
Plan on an annual or semi-annual basis. Upon request, Carrier will provide to Elan
confirmation of such test results and updates to the Plan. Carrier’s Plan must provide
for resumption of Services to Elan as soon as reasonably practicable after initial
interruption. Carrier represents that there are no provisions that would excuse
Carrier from implementing its Plan.




11









 












	X.	 	INSURANCE.






	 	A.	 	ATM Owner. ATM Owner shall maintain the following insurance coverage
during the term of this Agreement:






	 	1.	 	Workers’ compensation and employers’ liability insurance to the
extent required by law covering all persons employed by ATM Owner to perform
obligations under this Agreement.
	 
	 	2.	 	Commercial General liability insurance with broad form coverage
covering, liability to bodily and personal injury, damage to property, false
arrest, false imprisonment, malicious prosecution, defamation, liable, slander,
legal liability caused by any act of ATM Owner or its employees or agents, and
contractual liability coverage. The amount of this insurance must be in an
amount that is reasonable prudent and necessary to cover damages from ATM
Owner’s failure to perform its obligations hereunder. In no event shall such
coverage be less than one million U.S. Dollars ($1,000,000.00) per occurrence
with an aggregate limit of not less than two million U.S. Dollars
($2,000,000.00).






	 	B.	 	ATM Manager. ATM Manager shall obtain and maintain during the term of
this Agreement, at its sole expense, insurance sufficient to cover any and all damages,
liability and obligations contemplated by this Agreement. The coverage by ATM Manager
shall, at a minimum, provide for the following:






	 	1.	 	Workers’ Compensation and Employer’s Liability insurance to the
extent required by the laws of the state in which the services are performed
under this Agreement.
	 
	 	2.	 	Commercial General Liability insurance, including contractual
liability coverage, in an amount not less than one million U.S. Dollars
($1,000,000.00) per occurrence, with an aggregate limit of not less than two
million U.S. Dollars ($2,000,000.00). Elan must be named as an additional
insured on the policy.
	 
	 	3.	 	Automobile Liability insurance, including uninsured motorist
and underinsured motorist coverage, for every vehicle that is used in the
performance of ATM Manager’s obligations under this Agreement, with both
property damage limits and personal injury and death limits of five million
U.S. Dollars ($5,000,000.00) in the aggregate. If ATM Manager’s agent is
providing maintenance services, this section will apply to that agent.






	 	C.	 	Carrier. Carrier shall obtain and maintain during the term of this
Agreement, at its sole expense, insurance sufficient to cover any and all damages,
liability and obligations contemplated by this Agreement. If Elan’s need for Currency
exceeds the insurance limits specified below, Carrier shall increase such limits and
provide verification thereof. The coverage by Carrier shall, at a minimum, provide for
the following:




12









 












	 	1.	 	Workers’ compensation and employer’s liability insurance to the
extent required by the laws of the state in which the services are performed
under this Agreement.
	 
	 	2.	 	Commercial General Liability insurance, including contractual
liability coverage, in an amount not less than two million U.S. Dollars
($2,000,000.00) combined single limit per occurrence, with excess/umbrella
coverage not less than eight million U.S. Dollars ($8,000,000.00). Elan must
be named as an additional insured on the policy solely to the extent liability
is expressly assumed under the Indemnification provided by Carrier in Section
VII.C of this Agreement.
	 
	 	3.	 	Automobile Liability insurance, including uninsured motorist
and underinsured motorist coverage, for every vehicle that is used in the
performance of Carrier’s obligations under this Agreement, with both property
damage limits and personal injury and death limits of two million U.S. Dollars
($2,000,000.00) combined single limit per occurrence, and excess/umbrella
coverage of not less than eight million U.S. Dollars ($8,000,000.00).
	 
	 	4.	 	In addition, Carrier shall provide All Risk Armored Car Cargo
Liability insurance covering Currency, coin, checks and other property to be
placed in or removed from an ATM that may be transported or be in Carrier’s
possession (including Currency and other property to be placed in or removed
from an ATM at Carrier’s premises, in transit, and away from Carrier’s
premises) against all risks of physical loss or damage, including coverage for
employee fidelity and any act or omission of Carrier or any of its employees or
agents. The amount of insurance must be not less than five million U.S.
Dollars ($5,000,000.00) per loss in transit (armored car coverage) and five
million U.S. Dollars ($5,000,000.00) per loss per vault for on-premises and
vault coverage. There may be aggregate on this insurance policy, provided that
the aggregate total shall be no less than the amount listed in Exhibit
A. Elan will be issued a direct pay certificate designating them as loss
payee.






	 	D.	 	ATM Owner, ATM Manager and Carrier will provide Elan with a Certificate of
Insurance evidencing the coverage specified herein for each of them. ATM Owner, ATM
Manager and Carrier, as applicable, will notify Elan as soon as reasonably
practicable by telephone and by written notice if any insurance required under this
section is not in force at any time during the term of this Agreement. ATM Owner,
ATM Manager and Carrier shall not take any action that would invalidate or reduce
coverage, and will take all action necessary to prevent coverage from being
invalidated or reduced.
	 
	 	E.	 	Elan will provide At Terminal insurance, which will insure the Currency
while in the ATMs. ATM Manager will pay Elan those fees and charges as set forth in
Exhibit C.
	 
	 	F.	 	In addition to its other rights and obligations under this Agreement, ATM
Owner shall, at its expense and sole responsibility, bolt the ATM to the floor. In
the




13









 






	 	 	 	event of a loss, should it be determined that the ATM was not bolted to the floor,
ATM Owner is responsible for the full amount of the loss.






	XI.	 	ACCOUNTING FOR CURRENCY.






	 	A.	 	Accounting. ATM Manager, with the cooperation and assistance of Elan
in its role as processing services provider, shall account for all transactions at the
ATMs daily and provide a daily status report with respect to each ATM, showing the
amount of Currency dispensed from each and the amount of Currency remaining in the ATM.
Elan in its role as Currency provider shall also prepare its own daily reconciliation
for the Currency it provided. To the extent Elan’s reconciliation shows a discrepancy,
Elan shall, within seventy two (72) hours of discovery of such discrepancy, provide
notice to Carrier’s customer service manager of the discrepancy. Elan shall have the
right, in its discretion to audit, inspect and settle any Currency from time to time
and at any time, so as to reconcile all records of Currency held in each of the ATMs.
Elan may conduct such audit and inspection procedures as it deems reasonably necessary,
or as may be required by the regulatory agencies having responsibility over Elan’s
activities or by Elan’s external auditors. Carrier shall provide Elan such access to
the ATMs as is necessary for Elan to conduct its inspection and audit.
	 
	 	B.	 	ATM Reconciliation. Elan will reconcile each ATM with the Currency
load, residual and withdrawal information within five (5) days of the date of
replenishment. In the event of a failure to reconcile, Elan will notify ATM Manager
and Carrier. Failure of the ATM Manager to reconcile the ATM by the end of the
calendar month in which the failure occurs, the failure to reconcile will be deemed to
be a delinquent account and Elan may debit the Security Account for the amount of the
failure. For any debit that exceeds the amount in the Security Account at the time the
debit is executed, Elan may reduce the payment of monthly interchange income provided
for under the Elan Processing Agreement in an amount sufficient to fully cover the
failure. Elan may also offset the amounts due against any other funds of the ATM
Manager on deposit with Elan or any of its affiliates.
	 
	 	C.	 	Return of Currency to Elan. (i) Elan acknowledges that the Currency
deposited with the Carrier is intended for distribution to customers using the ATMs
which have been loaded with the Currency supplied by Elan. The amount of Currency
provided by Elan for use in the ATMs is returned to Elan via the transaction processing
that occurs pursuant to the Processing Agreement and is not returned by payments in
Currency, except for the Currency removed from the ATMs by the Carrier and delivered to
Elan at the termination of the Agreement. The fees assessed for the use of the
Currency by ATM Manager in the operation of the ATMs shall be based upon the actual
daily balance of Currency from Elan to ATM Manager that is outstanding. The amount can
only be increased by orders for additional Currency and decreased only by Currency
returns or withdrawal activity.
	 
	 	 	 	(ii) Upon giving written notice to Carrier, Elan shall have the right to require
Carrier to return to Elan all Currency in Carrier’s possession or control. The




14









 






	 	 	 	schedule under which Carrier shall remove Currency from the ATMs for return to Elan
shall be mutually agreed upon between Carrier and Elan. Elan agrees to pay Carrier
applicable service fees for such services. Carrier shall be entitled to rely upon
all written notices from Elan shall have no duty to make any inquiry as to whether a
default or breach has occurred by ATM Manager or ATM Owner hereunder or under any
other agreement between Elan, ATM Owner and/or ATM Manager or any of them has, in
fact, occurred or whether Elan is otherwise authorized to give such written
notification.






	 	D.	 	Responsibility for Loss.






	 	1.	 	General Responsibilities.






	 	(a)	 	ATM Manager and Carrier shall, at all times
during the term of this Agreement, maintain systems and procedures
intended to prevent a Loss or the misuse of Elan’s Currency. Elan
shall, at all times during the term of this Agreement, maintain systems
and procedures intended to assist in the recovery of any Loss.
	 
	 	(b)	 	ATM Manager, Carrier and Elan are responsible
to promptly notify the other parties in writing within 72 hours of
becoming aware of a Loss.






	 	2.	 	Responsibility for Acts, Omissions or Negligence. It
is understood and agreed that ATM Manager is responsible for any Loss that
occurs from the time the Currency is placed in the ATM and until the Currency
is dispensed to an ATM customer or returned to Elan. Carrier is responsible
directly to Elan for any Loss of Elan’s Currency that occurs while the Currency
is in Carrier’s possession, or as a result of a cause set forth herein or in
Exhibit B. ATM Owner and ATM Manger acknowledge and agree that they will have
no right to claim any responsibility for any Loss or difference in Currency
against Carrier. The Currency while in the ATM is covered by Elan’s At
Terminal insurance.
	 
	 	3	 	Payment for Losses. If an ATM Manager is required,
pursuant to an investigation, to compensate Elan for Losses, ATM Manager will
pay the Losses including its associated share of any third party investigation
costs, by check or ACH made payable to Elan within thirty (30) days of
conclusion of the investigation into the matter determining that ATM Manager is
responsible for such Loss. Carrier will pay Losses to Elan in accordance with
the separate agreement for the provision of ATM services including Currency
transport.
	 
	 	4.	 	Exclusions.






	 	(a)	 	ATM Manager and Carrier will not be responsible
for Losses resulting from illegal or fraudulent acts of Elan employees,
agents, representatives, or third-party contractors of Elan.
	 
	 	(b)	 	Exclusions to Carrier’s responsibility are as
set forth in the Master Services Agreement.




15









 












	 	E.	 	Loss Procedures.






	 	1.	 	In the event of a Loss or a difference in Currency, Elan will
provide notice to ATM Manager and Carrier’s representative, as designated by
Carrier from time to time, by telephone (which must be followed up with notice
in writing), by facsimile (with written confirmation of receipt), by email to
an address designated by the receiving party, or by a written notice mailed in
the US mail by certified mail, return receipt requested of any claim for Loss
within two (2) business days after the applicable ATM’s next balancing cycle.
	 
	 	2.	 	If requested by ATM Manager or Carrier, Elan will make
available to ATM Manager and Carrier all necessary and available information
that directly relates to the Loss, and Elan will use commercially reasonable
efforts to cause its agents, officers and employees to cooperate with and
assist ATM Manager and Carrier in the investigation of such Loss, subject to
applicable law and regulation regarding financial privacy and any other
applicable law or regulation. Elan will maintain the records described below
for all ATMs serviced by Carrier and will use its best efforts to make such
records available to Carrier within seven (7) days after receipt of a written
request from Carrier and in any event within twelve (12) days after receipt of
written request.






	 	(a)	 	As available, records of ATM activity
including, but not limited to, records of transaction and ATM activity,
ATM network records, error codes and ATM vault openings for a
reasonable period not to exceed 60 days prior to and subsequent to any
identified shortage.
	 
	 	(b)	 	ATM and vault balancing records
	 
	 	(c)	 	All other pertinent receipts and other
paperwork and ATM electronic information pertaining to an identified
shortage.
	 
	 	(d)	 	As available, and applicable, alarm access
records of alarm by ATM site.






	 	3.	 	In the event of a difference or Loss, ATM Manager and Carrier
will fully cooperate with Elan to investigate, and share ATM Manager’s and
Carrier’s electronic lock audit report, including but not limited to a summary
of its internal investigation findings and other reasonably necessary,
non-privileged information regarding any Carrier employee who had potential
access to the Currency. Elan will fully cooperate with ATM Manager and Carrier
to investigate the Loss, including sharing of Elan’s internal investigation
report with regard to any Elan employee having potential involvement in the
Loss.
	 
	 	4.	 	The Party responsible for the Loss under this Agreement will
make full payment of the Loss by check or ACH made payable to Elan within
fourteen (14) days of the determination of Loss responsibility or, with respect
to Carrier, as required under a separate agreement for the provision of ATM
services including Currency transport, replenishment and other




16









 












	 	 	 	related services. Elan shall cooperate by providing information reasonably
requested by the insurance carrier for ATM Manager or Carrier.






	 	F.	 	Responsibilities at Termination. Upon termination of this Agreement
for any reason, Carrier, ATM Manager, ATM Owner and Elan will cooperate to complete the
following activities.






	 	1.	 	Carrier must remove all Currency from the ATMs of ATM Owner and
deliver the Currency to Carrier’s cash vault.
	 
	 	2.	 	Carrier shall provide final terminal balancing activity and
reports to Elan, ATM Manager and ATM Owner.
	 
	 	3.	 	Elan shall perform a final balance on each ATM and cash vault.
	 
	 	4.	 	Upon agreement by Elan, ATM Owner, ATM Manager and Carrier that
all ATMs and cash vaults are in balance, Elan shall instruct Carrier as to the
location where the Currency shall be delivered. Carrier will thereafter
deliver the Currency to the designated location. Risk of loss of the Currency
remains with Carrier until the Currency is delivered to Elan at the designated
location. All fees and charges relating to the delivery of the Currency to
Elan to Carrier shall be paid in accordance with Section IV.B.3.
	 
	 	5.	 	The fees for the use of the Currency shall be assessed by Elan
until such time as Elan has accepted the final deposit from the Carrier.






	 	G.	 	No Creditor Relationship. Entering into this Agreement does not, nor
is it intended to create a debtor-creditor or lending arrangement or relationship
between Elan and any other Party. In consideration of Elan providing Currency to the
ATM Manager for the ATMs, ATM Manager agrees to pay Elan the compensation determined in
accordance with the terms and conditions of this Agreement, as the same may be amended
from time to time.
	 
	 	I.	 	The ATM Manager and ATM Owner will make every reasonable effort to ensure that
the cash remains the Bank’s property.






	 	1.	 	Neither the customer nor a third party has any possessory or
ownership interest in the cash for purposes of 11 U.S.C. §362.
	 
	 	2.	 	It is expressly understood that no other financial institution
may utilize the Elan’s cash to satisfy its own requirements.






	XII.	 	GENERAL PROVISIONS.






	 	A.	 	Accounting Principles. 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.
	 
	 	B.	 	Attorneys’ Fees. If any dispute arises between the ATM Owner, ATM
Manager and Elan regarding any such Party’s rights or obligations pursuant to this




17









 






	 	 	 	Agreement, the prevailing Party, as between ATM Owner, ATM Manager and Elan will be
entitled to reasonable attorneys’ fees attorneys’ costs, expert witness fees, and
court costs incurred in connection with litigation.






	 	C.	 	Compliance with Laws. Each Party shall perform their duties and
obligations hereunder in compliance with all applicable laws. Violation of 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.
	 
	 	D.	 	Assignment. None of the ATM Manager, ATM Owner and Carrier may assign
this Agreement without the prior written consent of the other Parties, which consent
shall not be unreasonably withheld. Any non-approved assignment or attempt to do so
shall be void. Elan may assign this Agreement to a parent, subsidiary or affiliate of
Elan, or a successor to all or part of Elan’s interests, with written notice to the
other Parties.
	 
	 	E.	 	Force Majeure. No Party shall be liable for a delay in performance
hereunder where the cause for such delay is beyond the reasonable control of that
Party. Such causes shall include, without limitation, acts of God; riots; acts of war;
epidemics; authority of law; governmental regulations imposed after the fact;
earthquakes or other disasters (“Occurrence”). Provided, however, that, where
possible, written notice of the cause of the delay shall be given by the Party to the
other Parties within three (3) days after the Occurrence, and further provided that
commercially reasonable efforts shall be made to restore performance hereunder. If a
delay by a Party lasts more than five (5) business days, any of the other Parties shall
have the right to terminate this Agreement with no penalty, early termination fees, or
liquidated damages applicable.
	 
	 	F.	 	Governing Law. The rights and obligations of the Parties under this
Agreement shall be governed and interpreted by the internal laws of the State of
Minnesota, including the Minnesota Uniform Commercial Code, without reference to the
conflict of laws rules.
	 
	 	G.	 	Jurisdiction. 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.
	 
	 	H.	 	Headings. The headings contained in this Agreement are for convenient
reference only, and shall not be considered substantive, and shall not affect the
interpretation of this Agreement.
	 
	 	I.	 	Non-Exclusive. This is not an exclusive agreement. Nothing in this
Agreement is intended to restrict Elan or Carrier from entering into similar agreements
with any third party.
	 
	 	J.	 	Notices. Except as otherwise specified in Article XI, Section E.1, any
notice permitted or required by this Agreement must be in writing and shall be deemed
given when sent by registered or certified mail, return receipt requested, or overnight
delivery, and addressed as follows:




18









 







	 	 	 	 	 
	 	 	Original:	 	With Copy To:
	To Elan Financial Services:
	 	Elan Financial Services	 	U.S. Bank Legal Dept.
	 
	 	ISO ATM Sales Support	 	Mail Stop BC-MN-H21N
	 
	 	1255 Corporate Drive	 	800 Nicollet Mall
	 
	 	Irving, TX  75038	 	Minneapolis, MN  55402
	 
	 	 	 	Attn: Corporate Counsel,
	 
	 	 	 	Transaction Services
	 
	 	 	 	 
	To ATM Owner:
	 	TRM Corporation	 	TRM Corporation
	 
	 	Richard B. Stern	 	Richard B. Stern
	 
	 	President and CEO	 	President and CEO
	 
	 	1101 Kings Hwy N	 	1101 Kings Hwy N
	 
	 	Suite G100	 	Suite G100
	 
	 	Cherry Hill, NJ 08034	 	Cherry Hill, NJ 08034
	 
	 	 	 	 
	To ATM Manager:
	 	TRM Corporation	 	TRM Corporation
	 
	 	Richard B. Stern	 	Richard B. Stern
	 
	 	President and CEO	 	President and CEO
	 
	 	1101 Kings Hwy N	 	1101 Kings Hwy N
	 
	 	Suite G100	 	Suite G100
	 
	 	Cherry Hill, NJ 08034	 	Cherry Hill, NJ 08034
	 
	 	 	 	 
	To Armored Carrier:
	 	Brink’s U.S.	 	Brink’s U.S.
	 
	 	Attn:  Ralynne Kaiser	 	Attn: Legal Counsel
	 
	 	555 Dividend Drive,	 	555 Dividend Drive,
	 
	 	Suite 100 Coppell, TX 75019	 	Suite 100
	 
	 		 	Coppell, TX 75019







	 	K.	 	Relationship of the Parties and Subcontractors. 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 the other Party. Carrier represents and warrants that all Services will be
performed by Carrier’s employees unless Carrier notifies Elan of the use of
subcontractors. Carrier must notify Elan in advance writing of any changes to
Carrier’s significant subcontractors, which have access to Elan’s Confidential
Information. Carrier may not utilize subcontractors based outside of the United States
for Services under this Agreement. Carrier shall be fully responsible and liable for
any action(s) or inaction of Carrier’s subcontractors and must ensure that all
subcontractors are aware of and comply with the terms and conditions of this Agreement.
	 
	 	L.	 	Right to Audit and Obtain Reports.






	 	1.	 	Elan’s business operations are regularly audited by (i) various
government agencies having supervisory and regulatory authority over Elan (the




19









 












	 	 	 	“Regulatory Authorities”) and (ii) Elan’s own internal auditors. Elan is
also required to audit its vendors.
	 
	 	2.	 	ATM Owner, ATM Manager and Carrier will cooperate with Elan’s
efforts to meet its regulatory obligations and must comply in a timely manner
with Elan’s reasonable requests for documentation and information. ATM Owner,
ATM Manager and/or Carrier’s refusal or failure to comply entitles Elan to
terminate this Agreement. If Elan reasonably determines that ATM Owner, ATM
Manager and/or Carrier’s data security, internal controls, or financial
stability are inadequate and not susceptible to cure within any reasonable time
frame or that an unacceptable risk to Elan or Elan’s customer’s exists, Elan
may terminate this Agreement by providing written notice to ATM Owner, ATM
Manager and/or Carrier. Elan will identify its reasons for such termination in
the notice. In the event of termination under this section, ATM Owner, ATM
Manager and/or Carrier shall not be liable any damages for termination for
cause by Elan.
	 
	 	3.	 	The following are deemed reasonable requests of Elan, with
which ATM Owner, ATM Manager and Carrier must comply:






	 	(a)	 	ATM Owner, ATM Manager and Carrier must make
its books and records relating to the Services provided to Elan or
Elan’s customers under this Agreement available for audit or inspection
by the Regulatory Authorities, by Elan, or by Elan’s independent
auditors with at least 48 hours’ advance notice from Elan. Elan shall
also have the right at reasonable times during ATM Owner, ATM Manager
and Carrier’s regular business hours to observe the performance of the
Services at ATM Owner, ATM Manager and Carrier’s premises, for the
purpose of determining that the Services are being performed in
compliance with this Agreement.
	 
	 	(b)	 	Within 20 days of Elan’s written request, ATM
Owner, ATM Manager and Carrier will provide the applicable information
regarding test results and audits of its information security systems
regarding penetration testing; intrusion detection; and firewall
configuration in response to the Elan Security Questionnaire.
	 
	 	(c)	 	If a deficiency is noted or determined in any
such audit report related to the Services provided to Elan, ATM Owner,
ATM Manager and Carrier must also provide to Elan reasonable assurances
of the resolution of the audit deficiencies and the corrective actions
implemented to prevent recurrence of such deficiency. If ATM Owner,
ATM Manager and Carrier is unable or unwilling to provide Elan
satisfactory resolution to such issues, ATM Owner, ATM Manager and
Carrier or Elan may terminate this Agreement without further liability
to either party.
	 
	 	(d)	 	ATM Owner, ATM Manager and Carrier must
reasonably cooperate with Elan’s periodic vendor assessments. Elan is




20









 












	 	 	 	required on an annual or semi-annual basis to perform the following
vendor assessments:






	 	i.	 	risk assessments with respect to
the providers of goods and services for Elan’s business; and
	 
	 	ii.	 	data security, internal controls
and financial stability of those providers commensurate with the
level of risk assessed.






	 	(e)	 	ATM Manager and ATM Owner shall provide to Elan
no later than sixty (60) days after the end of each quarter and ninety
(90) days after the end of a fiscal year, quarterly reviewed or annual
audited financial statements, as the case may be, which shall at a
minimum include a(n) 1) income statement, 2) cash flow statement and 3)
balance sheet. ATM Manager and ATM Owner must also provide on an
annual basis its annual report or Form 10-K filed with the Securities
and Exchange Commission; and all documentation supporting employee
bonds and insurance policies of Company.






	 	4.	 	The terms of this Section shall survive expiration or
termination of this Agreement for any reason for at least two (2) years, but in
no case less than might be required by law or applicable regulation.






	 	M.	 	USA PATRIOT Act. In order to comply with the requirements of the USA
PATRIOT Act, Elan may require ATM Manager, ATM Owner and Carrier to provide their
respective legal entity name, street address, taxpayer identification number and other
information that will allow Elan to identify each Party entering into this Agreement.
Elan reserves the right to require that ATM Manager, ATM Owner and Carrier promptly
provide to Elan sufficient identification documents upon request in connection with USA
PATRIOT Act compliance.
	 
	 	N.	 	Use of Name. 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.
	 
	 	O.	 	Severability. 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 provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.




21









 












	 	P.	 	Successors. Subject to the foregoing, this Agreement shall be binding
upon, and inure to the benefit or, the successors and permitted assigns of the Parties
hereto.
	 
	 	Q.	 	Survival. Any provision of this Agreement that requires performance or
grants a benefit after termination of the Agreement shall be deemed to survive the
termination of the Agreement.
	 
	 	R.	 	Entire Agreement. This Agreement and the referenced Exhibits,
attachments and Schedules, contains the sole and complete understanding of the Parties
with respect to the subject matter hereof and supersedes all prior agreements relating
thereto, whether written or oral, among the Parties.
	 
	 	S.	 	Authorization. No Party hereto shall be legally bound hereunder until
this Agreement has been signed by a duly authorized representative of each Party
hereto.
	 
	 	T.	 	Exhibits.
	 
	 	 	 	Exhibit A — Currency Amounts
	 
	 	 	 	Exhibit B — Carrier Services
	 
	 	 	 	Exhibit C — Elan Fees and Charges For ATM Manager
	 
	 	 	 	Exhibit D — ATM Locations
	 
	 	 	 	Exhibit E — Elan Fees and Charges For Carrier
	 
	 	U.	 	Security Account. The Parties agree that ATM Manager shall maintain a positive
demand account balance with Elan/U.S. Bank, or in the alternative, or at ATM Manger’s
option, a “Letter of Credit” in favor of Elan/U.S. Bank, in an amount not less than eight
hundred thousand U.S. Dollars ($800,000.00) (either option to be referred to as the
“Security Account”). Such Security Account, in a form ultimately agreed upon by the
Parties upon the Effective Date of this Agreement, shall be maintained by Elan/U.S. Bank,
and shall continue to be maintained by Elan/U.S. Bank, so long as the Agreement remains in
effect. Elan may draw from this Security Account should any of the following occur: 1) An
event of default under Section IV.B.1(a) or (b); or 2) In order to obtain payment of any
fees, charges, or other obligations of ATM Manager that have not been paid as agreed
pursuant to this Agreement. Elan shall have the right to setoff against the Security
Account any obligations for payment of fees, charges, or other obligations ATM Manager may
have to Elan at any time during the term of the Agreement and for so long thereafter as the
Security Account remains open. Elan will notify ATM Manager prior to initiating activity
on the Security Account. The Security Account shall remain open and funded by ATM Manager
in accordance with the requirements of this section for a period of ninety (90) days after
termination of this Agreement.
	 
	 	V.	 	Signage. Elan or Carrier, as agent for Elan, may post signage on the vaults of
the ATMs indicating ownership of the Currency.




22









 










IN WITNESS WHEREOF, the Parties hereto, by and through their respective duly authorized
representatives, execute this Agreement by signing their names in the appropriate place below.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	ELAN FINANCIAL SERVICES	 	TRM Corporation

(“ATM Owner”)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Stephen Gauger	 	By:	 	/s/ Richard Stern	 	 
	 

	 	Print:
	 	Stephen Gauger
	 	 	 	Print:
	 	Richard Stern	 	 
	 

	 	Title:
	 	Vice President, Authorized Signer
	 	 	 	Title:
	 	President & CEO
	 	 
	 

	 	Date:
	 	October 31, 2008
	 	 	 	Date:
	 	October 30, 2008	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TRM Corporation

(“ATM Manager”)	 	BRINK’S U.S., A DIVISION OF 

BRINK’S, INC.

(“Carrier”)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	Richard Stern	 	By:	 	/s/ Susan Oliver	 	 
	 

	 	Print:
	 	/s/ Richard Stern
	 	 	 	Print:
	 	Susan Oliver	 	 
	 

	 	Title:
	 	/s/ President & CEO
	 	 	 	Title:
	 	V.P. Product Operations	 	 
	 

	 	Date:
	 	October 30, 2008
	 	 	 	Date:
	 	November 3, 2008	 	 






23









 






Exhibit List (1)




Exhibit A — Currency Amounts




Exhibit B — Carrier Services




Exhibit C — Elan Fees and Charges For ATM Manager




Exhibit D — ATM Locations




Exhibit E — Elan Fees and Charges For Carrier






 




			
	(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.