exv10w1



 




Exhibit 10.1




TRM AND eFUNDS

SETTLEMENT TERM SHEET





	 	 	TRM and eFunds have agreed in principle as follows:
	 
	•	 	TRM will pay eFunds $2,500,000 together with any current outstanding accounts receivable,
upon the execution of a mutually acceptable Settlement and Release Agreement (“Agreement”)
between the parties. For the purpose of clarity, $800,000 of this payment will be to settle
eFunds’ outstanding receivables for 2006, with the balance applied to 2007. The Agreement,
including but not limited to the termination of the MSA, is contingent upon and shall become
effective on eFunds’ receipt of this payment.
	 
	•	 	TRM will fully release all claims, demands and potential actions with respect to eFunds’
demands for payment of the 2005 Annual Minimum and the 2006 Annual Minimum. TRM has
previously claimed set off and counterclaims for these amounts in excess of approximately
$597,000 for the 2005 Annual Minimum and $857,000 for 2006.1
	 
	•	 	eFunds and TRM will fully release each other from any claims that they may have against
each other under the MSA.
	 
	•	 	The parties will agree to terminate the MSA.
	 
	•	 	TRM and eFunds will work, in good faith, to produce an orderly transition plan whereby TRM
will assume, either directly or through an alternative outsource provider, all of the Managed
Services currently being performed by eFunds under the MSA. Assuming that a prompt resolution
can be achieved, TRM agrees that this transition shall be completed no later than March 31,
2008 (the “Transition Date”).
	 
	•	 	During the transition described in the immediately preceding paragraph, TRM shall continue
to pay eFunds for any services actually performed by eFunds for TRM at the prices currently
being charged and in the same manner as set forth in the MSA. eFunds shall perform all
services in good faith and at a level that is currently being provided by eFunds.
	 
	•	 	In consideration for the payment of $2,500,000 and other terms and conditions herein,
eFunds will provide Processing Services as follows:






	 	(a)	 	Term. For four years, commencing December 1, 2007 and ending
November 30, 2011.
	 
	 	(b)	 	TRM shall pay eFunds $0.0300 per Transaction processed. This
amount includes transaction costs and dial up service, but does not include
sponsorship or leased lines, which will be billed separately to TRM.







 




			
	1	 	All capitalized terms not specifically defined herein
shall have the same meaning as set forth in the MSA.




 









 





	 	(c)	 	eFunds Processing Services shall be consistent with the Service
Levels required at present by the MSA, but eFunds shall provide:






	 	(i)	 	Terminal IDs. eFunds will provide terminal IDs
and will activate terminals on a daily (business day) basis. Requests
for “SOLD” machines that are received by 11:00 AM (CST) will be
activated with the next business day’s scheduled roll-in (2:00 AM —
CST). Requests for “PLACED/MANAGED” machines that are received by
11:00 AM (CST) on Mondays will be included in the scheduled Thursday
roll-in (2:00 AM — CST) and requests received by 11:00 AM (CST) on
Wednesdays will be included in the scheduled Monday roll-in (2:00 AM -
CST). Roll-ins are not performed on holidays or designated system
“RED” days.
	 
	 	(ii)	 	On all merchant owned machines processed
through eFunds, eFunds will charge such merchants any and all Reg E
fees incurred through those machines directly through such merchants
settlement accounts, provided such accounts are still accurate and
valid. To the extent such account information is no longer valid or if
such account is no longer active, or with respect to any TRM owned
machines, any Reg E fees incurred shall be chargeable directly to TRM
and it will be up to TRM to recoup such fees from such merchants.
	 
	 	(iii)	 	Interchange payment. eFunds will work in good
faith with TRM to consider a processing change that would permit
payment of interchange fees through eFunds (to permit better auditing
of the fees).






	 	(d)	 	Preferred Provider. Provided that eFunds maintains Processing
Services in accord with the Service Levels now in the MSA, TRM shall not move
any ATMs that are currently processing with eFunds to another Processor. TRM
shall use eFunds as a service provider, pursuant to the terms of this agreement
for all future acquired ATMs, provided that TRM is contractually permitted to
do so and consistent with heritage relationships associated with such machines.
Additionally, eFunds shall have a right of first refusal as to ATMs presently
under contract to other service providers when that contract is expiring and/or
subject to renewal.
	 
	 	(e)	 	Volume. TRM shall use its best commercial efforts to achieve a
dollar value of Processing Services of at least $1,000,000 (“Volume Amount”)
for each of the four years of the Term. This figure is based on current number
of transaction volume. For each month in the term, the Volume Amount may be
adjusted downward in proportion to any decrease in volume based on a 6-month
rolling average.




 









 






	•	 	Notwithstanding the foregoing, eFunds shall continue to remit to TRM all net revenue
generated by the PetroCan agreement as set forth in the Purchase Agreement for the remainder
of the existing term of such agreement.
	 
	•	 	eFunds shall maintain all records relating to TRM and its customers regarding ATM
transaction levels, residual payments, customer accounts, and customer complaints for 4 years
from the date of any Settlement and Release Agreement.
	 
	 	 	Dated this 17th day of December, 2007.





	 	 	 	 	 
	 	TRM Corporation
 	 
	 	By  	/s/ Richard Stern 	 
	 	 	Richard Stern 	 
	 	 	President and CEO 	 
	 




     Dated this 18th day of December, 2007



	 	 	 	 	 
	 	EFD | eFUNDS CORPORATION
 	 
	 	By  	/s/ Gary Norcross 	 
	 	 	Gary Norcross 	 
	 	 	President and Chief Operations Officer,

Transaction Processing Services
Fidelity National Information Services