##### 



Exhibit 10.10
 6 TH JUNE 2006
 £12,903,919.57
 FACILITY AGREEMENT
 TRM (ATM) LIMITED
 GSO LUXEMBOURG ONSHORE FUNDING SarL




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CONTENTS
 CLAUSE
    
    
    
    PAGE1.
    
    DEFINITIONS AND INTERPRETATION
    
    
    42.
    
    THE FACILITY
    
    
    113.
    
    PURPOSE
    
    
    124.
    
    CONDITIONS OF UTILISATION
    
    
    125.
    
    UTILISATION
    
    
    126.
    
    CURRENCY
    
    
    137.
    
    REPAYMENT
    
    
    138.
    
    PREPAYMENT AND CANCELLATION
    
    
    139.
    
    INTEREST
    
    
    1510.
    
    INTEREST PERIODS
    
    
    1611.
    
    CHANGES TO THE CALCULATION OF INTEREST
    
    
    1712.
    
    FEES
    
    
    1713.
    
    TAX GROSS UP AND INDEMNITIES
    
    
    1814.
    
    INCREASED COSTS
    
    
    2015.
    
    OTHER INDEMNITIES
    
    
    2116.
    
    MITIGATION BY THE LENDERS
    
    
    2217.
    
    COSTS AND EXPENSES
    
    
    2218.
    
    REPRESENTATIONS
    
    
    2419.
    
    INFORMATION UNDERTAKINGS
    
    
    2820.
    
    FINANCIAL COVENANTS
    
    
    2721.
    
    POSITIVE UNDERTAKINGS
    
    
    3222.
    
    NEGATIVE UNDERTAKINGS
    
    
    3423.
    
    EVENTS OF DEFAULT
    
    
    3624.
    
    CHANGES TO THE LENDERS
    
    
    3925.
    
    ASSIGNMENT BY COMPANY
    
    
    3926.
    
    ROLE OF THE AGENTS
    
    
    4327.
    
    CONDUCT OF BUSINESS BY THE FINANCE PARTIES
    
    
    4828.
    
    SHARING AMONG THE FINANCE PARTIES
    
    
    4829.
    
    PAYMENT MECHANICS
    
    
    4930.
    
    SET-OFF
    
    
    5131.
    
    NOTICES
    
    
    51
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CLAUSE
    
    
    
    PAGE32.
    
    CALCULATIONS AND CERTIFICATES
    
    
    5333.
    
    PARTIAL INVALIDITY
    
    
    5334.
    
    REMEDIES AND WAIVERS
    
    
    5335.
    
    AMENDMENTS AND WAIVERS
    
    
    5336.
    
    COUNTERPARTS
    
    
    5337.
    
    GOVERNING LAW
    
    
    5338.
    
    ENFORCEMENT
    
    
    54
 SCHEDULE 1 THE ORIGINAL PARTIES
    
    
    55Part A The Borrower
    
    
    55Part B The Original Lender
    
    
    56SCHEDULE 2 CONDITIONS PRECEDENT
    
    
    57Conditions precedent to Utilisation
    
    
    57SCHEDULE 3 UTILISATION REQUEST
    
    
    59SCHEDULE 4 MANDATORY COST FORMULAE
    
    
    60SCHEDULE 5 FORM OF TRANSFER CERTIFICATES
    
    
    63Part A
    
    
    63Part B LMA Transfer Certificate (PAR)
    
    
    65SCHEDULE 6 COMPLIANCE CERTIFICATE
    
    
    69SCHEDULE 7 FORM OF LMA CONFIDENTIALITY UNDERTAKING
    
    
    71SCHEDULE 8 EXISTING INDEBTEDNESS
    
    
    71SCHEDULE 9 MATERIAL CONTRACTS
    
    
    72
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THIS AGREEMENT
 (1)
    
    TRM ATM LIMITED, a company incorporated in England and Wales whose registered office is at 1a
Meadowbank,, Maxwell Way, Crawley RH10 9SA England and with company number 3782309 (the
Company);(2)
    
    GSO LUXEMBOURG ONSHORE FUNDING SarL,a limited company formed under the laws of the Grand
Duchy of Luxembourg and having its principal office at 122 Rue Adolphe Fischer L-1521
Luxembourg (the Original Lender);(3)
    
    GSO LUXEMBOURG ONSHORE FUNDING SarLas facility agent of the other Finance Parties (the
Facility Agent); and(4)
    
    GSO LUXEMBOURG ONSHORE FUNDING SarLas security agent of the other Finance Parties (the
Security Agent).
 IT IS AGREED :
 1.
    
    DEFINITIONS AND INTERPRETATION
 1.1
    
    Definitions
  Additional Cost Rate
 Affiliate
 Agents
 Agreed Form
 Authorisation
 Available Commitment
 Available Facility
 Break Costs
 (a)
    
    the interest which a Lender should have received for the period starting on the
date of receipt of all or any part of its participation in the Loan or Unpaid Sum and
ending on the last day of the current Interest Period in respect of the Loan or Unpaid
Sum, had the principal amount or Unpaid Sum received been paid on the last day of that
Interest Period;
  (b)
    
    the amount which that Lender would be able to obtain by placing an amount equal to
the principal amount or Unpaid Sum received by it on deposit with a leading bank in the
 4




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Business Day
 Commitment
 (a)
    
    in relation to an Original Lender, the amount set opposite its name under the
heading Commitmentin Part B of Schedule 1(The Original Parties) and the amount of any
other Commitment transferred to it under this Agreement; and(b)
    
    in relation to any other Lender, the amount any Commitment transferred to it under
this Agreement,
  Compliance Certificate
 Confidentiality Undertaking
 Debenture
 Default
 Event of Default
 Facility
 Facility Office
 Finance Document
 (a)
    
    this Agreement;(b)
    
    the Security Documents;(c)
    
    any other document designated as such by the Agents and the Company.
 Finance Party
 Financial Indebtedness
 5




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(a)
    
    moneys borrowed;(b)
    
    any amount raised by acceptance under any acceptance credit facility or
dematerialised equivalent;(c)
    
    any amount raised pursuant to any note purchase facility or the issue of bonds,
notes, debentures, loan stock or any similar instrument;(d)
    
    the amount of any liability in respect of any lease, hire purchase or conditional
sale contract;(e)
    
    receivables sold, assigned or discounted (other than any receivables to the extent
they are sold on a non-recourse basis);(f)
    
    all obligations in respect of the deferred purchase price of property or services
(including trade accounts payable in the ordinary course of business which, by their
express terms are not due earlier than 120 days after the date on which such trade
account payable was created);(g)
    
    the Attributable Indebtedness of Capital Leases, Synthetic Leases and
Securitization Transactions (all as defined in the US Credit Agreement as if the same
were restated in this Agreement and notwithstanding the fact that the US Credit Agreement
may have terminated);(h)
    
    any amount raised under any other transaction (including any forward sale or
purchase agreement) having the commercial effect of a borrowing or a guarantee;(i)
    
    any derivative transaction entered into in connection with protection against or
benefit from fluctuation in any rate or price (and, when calculating the value of any
derivative transaction, only the marked to market value shall be taken into account);(j)
    
    the acquisition cost of any asset to the extent payable before or after the time of
acquisition and possession by the party liable therefor where the advance or deferred
payment is arranged primarily as a method of raising finance or of financing the
acquisition of that asset;(k)
    
    any counter-indemnity obligation in respect of a guarantee, indemnity, bond,
standby or documentary letter of credit or any other instrument issued by a bank or
financial institution; and(l)
    
    the amount of any liability in respect of any guarantee or indemnity (whether a
sole, joint or several liability) for any of the items referred to in paragraphs (a) to
(k),
 GAAP
 Group
 Guarantee
 6




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Holding Company
 Interest Period
 Investment
 (a)
    
    in any person, whether by acquisition of stock, Financial Indebtedness or other
obligation or security, or by loan, guarantee, advance, capital contribution or
otherwise; or(b)
    
    in any property.
 Lender
 (a)
    
    the Original Lender; and(b)
    
    any bank, financial institution, trust, fund or other person which has become a
Party in accordance with clause 24 (Changes to the Lenders),
  LIBOR
 (a)
    
    the applicable Screen Rate; or(b)
    
    (if no Screen Rate is available for the currency or Interest Period of the Loan)
such rate as the Facility Agent may determine,
  LMA
 Loan
 Mandatory Cost
 Margin
 Material Adverse Effect
 (a)
    
    the business, assets, liabilities, (whether actual or contingent) properties, financial
condition or prospects of the TRM Group taken as a whole or the Group taken as a whole; or(b)
    
    the ability of the Company or TRM to observe or perform its payment obligations under the
Finance Documents or its obligations pursuant to clause 20 (Financial Covenants); or
 7




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(c)
    
    the legality, validity or enforceability of the Finance Documents.
 Material Contract
 (a)
    
    employment contracts for senior management of the Company or a Subsidiary;(b)
    
    leases;(c)
    
    intellectual property licences;(d)
    
    any agreements where the annual payments exceed £250,000; and(e)
    
    any agreements entered into other than in the ordinary course of business
 Month
 (a)
    
    (subject to paragraph (c)) if the numerically corresponding day is not a Business
Day, that period shall end on the next Business Day in that calendar month in which that
period is to end if there is one, or if there is not, on the immediately preceding
Business Day;(b)
    
    if there is no numerically corresponding day in the calendar month in which that
period is to end, that period shall end on the last Business Day in that calendar month;
and(c)
    
    if an Interest Period begins on the last Business Day of a calendar month, that
Interest Period shall end on the last Business Day in the calendar month in which that
Interest Period is to end.
  Original Financial Statements st
 Party
 Quotation Day
 Repeating Representations
 Screen Rate
 Security
 Security Documents
 8




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Share Charge
 Sterling £
 Subsidiary
 Tax
 Taxes Act
 Termination Date
 Total Commitments
 Transfer Certificate
 Transfer Date
 (a)
    
    the proposed Transfer Date specified in the Transfer Certificate; and(b)
    
    the date on which the Agents execute the Transfer Certificate.
 TRM nd
 TRM Germany
 TRM Group
 Unpaid Sum
 Utilisation
 Utilisation Request
 US Credit Agreement
 VAT
 1.2
    
    Construction
 (a)
    
    Unless the contrary intention appears, any reference in this Agreement to:
 9




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(i)
    
    the Agents, any Finance Party, any Lender, any Partyor any person shall be construed
so as to include its successors in title, permitted assigns and permitted transferees;(ii)
    
    an agreementalso includes a concession, contract, deed, franchise, treaty or
undertaking (in each case, whether oral or written);(iii)
    
    an amendmentincludes a supplement, novation, restatement or re-enactment and amend
and amended(or any of their derivative forms) will be construed accordingly;(iv)
    
    assetsincludes present and future properties, revenues and rights of every
description;(v)
    
    disposalincludes a sale, transfer, grant, lease or other disposal, whether voluntary
or involuntary, and disposewill be construed accordingly;(vi)
    
    a Finance Documentor any other agreement or instrument is a reference to that Finance
Document or other agreement or instrument as amended;(vii)
    
    a financial statementincludes the notes to that financial statement;(viii)
    
    a guaranteealso includes any other obligation (whatever called) of any person to pay,
purchase, provide funds (whether by way of the advance of money, the purchase of or
subscription for shares or other securities, the purchase of assets or services, or
otherwise) for the payment of, indemnity against the consequences of default in the payment
of, or otherwise be responsible for, any indebtedness of any other person;(ix)
    
    the expressions hereof, herein, hereunderand similar expressions shall be construed as
references to this Agreement as a whole (including all Schedules) and shall not be limited
to the particular clause or provision in which the relevant expression appears, and
references to this Agreementand all like indications shall include references to this
Agreement as supplemented by all Transfer Certificates and any other agreement or
instrument which amends this Agreement;(x)
    
    includeor includingshall be construed without limitation;(xi)
    
    indebtednessincludes any obligation (whether incurred as principal or as surety) for
the payment or repayment of money, whether present or future, actual or contingent;(xii)
    
    a personincludes any individual, firm, company, corporation, unincorporated
association or body (including a partnership, trust, joint venture or consortium),
government, state, agency, organisation or other entity (whether or not having separate
legal personality) or two or more of the foregoing;(xiii)
    
    a regulationincludes any regulation, rule, treaty, official directive, request or
guideline (whether or not having the force of law) of any governmental, intergovernmental
or supranational body, agency, department or regulatory, self-regulatory or other authority
or organisation;(xiv)
    
    repay(or any of its derivative forms) includes prepay(or any of its derivative
forms);(xv)
    
    a provision of law is a reference to that provision as extended, applied or amended and
includes any subordinate legislation; and
 10




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(xvi)
    
    a time of day is a reference to London time.
 (b)
    
    Section, clause and Schedule headings are for ease of reference only.(c)
    
    Unless the contrary intention appears:
 (i)
    
    a reference to a Party will not include that Party if it has ceased to be a Party under
this Agreement;(ii)
    
    a term used in any other Finance Document or in any notice given in connection with any
Finance Document has the same meaning in that Finance Document or notice as in this
Agreement;(iii)
    
    if there is an inconsistency between this Agreement and any other Finance Document
this Agreement will prevail; and(iv)
    
    any obligation of the Company under the Finance Documents which is not a payment
obligation remains in force for so long as any payment obligation is or may be outstanding
under the Finance Documents.
 (d)
    
    A Default (other than an Event of Default) is continuingif it has not been remedied or
waived and an Event of Default is continuingif it has not been waived.
 1.3
    
    Third Party Rights
 (a)
    
    Unless expressly provided to the contrary in a Finance Document a person who is not a party
to a Finance Document may not enforce any of its terms under the Contracts (Rights of Third
Parties) Act 1999 (the Third Parties Act).(b)
    
    Notwithstanding any term of any Finance Document, the consent of any third party is not
required to rescind, vary, amend or terminate a Finance Document at any time.
 2.
    
    THE FACILITY
 2.1
    
    The Facility
  2.2
    
    Finance Parties rights and obligations
 (a)
    
    The obligations of each Finance Party under the Finance Documents are several. Failure by a
Finance Party to perform its obligations under the Finance Documents does not affect the
obligations of any other Party under the Finance Documents. No Finance Party is responsible
for the obligations of any other Finance Party under the Finance Documents.(b)
    
    The rights of each Finance Party under or in connection with the Finance Documents are
separate and independent rights and any debt arising under the Finance Documents to a Finance
Party from the Company shall be a separate and independent debt.(c)
    
    A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce
its rights under the Finance Documents.
 11




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3.
    
    PURPOSE
 3.1
    
    Purpose
  3.1.1
    
    repayment of Financial Indebtedness to Bank of America;3.1.2
    
    repayment of Financial Indebtedness owing by the Company to TRM;3.1.3
    
    payment of, fees and expenses in connection with the negotiation and
implementation of this Agreement; and3.1.4
    
    general corporate purposes.
 3.2
    
    Monitoring
  4.
    
    CONDITIONS OF UTILISATION
 4.1
    
    Initial conditions precedent
  4.2
    
    Further conditions precedent
  (a)
    
    no Event of Default is continuing or would result from the making of the Loan; and(b)
    
    the Repeating Representations to be made by the Company are (and if the Loan is made, will
be) true in all material respects.5.
    
    UTILISATION
 5.1
    
    Delivery of a Utilisation Request
  5.2
    
    Completion of a Utilisation Request
  5.3
    
    Lenders participation
 12




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(a)
    
    If the conditions set out in this Agreement have been met, each Lender shall make its
participation in the Loan available on the date hereof through its Facility Office.(b)
    
    The amount of each Lenders participation in the Loan will be equal to the proportion borne
by its Available Commitment to the Available Facility immediately prior to making the Loan.6.
    
    CURRENCY
 6.1
    
    Currency
  7.
    
    REPAYMENT
 7.1
    
    Repayment of Loan
 th th st th th
 8.
    
    PREPAYMENT AND CANCELLATION
 8.1
    
    Illegality
  (a)
    
    that Lender shall promptly notify the Agents upon becoming aware of that event;(b)
    
    upon the Agents notifying the Company, the Commitment of that Lender will be immediately
cancelled; and(c)
    
    upon the Agents notifying the Company, the Company shall repay that Lenders participation in
the Loan made on the last day of the Interest Period for the Loan occurring after the Agents
have notified the Company or, if earlier, the date specified by the Lender in the notice
delivered to the Agents (being no earlier than the last day of any applicable grace period
permitted by law).
 8.2
    
    Voluntary prepayment of Loan
  8.3
    
    Mandatory Prepayments
 (a)
    
    The Company shall prepay amounts equal to the following when the same shall be received from
the sale price of assets sold outside the ordinary course of business in excess of £250,000 in
any year;
 13




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(b)
    
    Within 90 days after the end of tax year ending on or after 31st December 2007 the
Company shall repay an amount equal to equal to 50% (or, if the Consolidated Leverage Ratio as
of the last day of any such fiscal year is less than 2.0 to 1.0, 25%) of the UK Pro Rata Share
of Consolidated Excess Cash Flow for such fiscal year (provided that and for so long as any
portion of Consolidated Excess Cash Flow otherwise payable hereunder, but not constituting the
UK Pro Rata Share, is actually paid and applied to the repayment of the indebtedness in
accordance with the terms of the US Credit Agreement as if the same were restated in this
Agreement notwithstanding the fact that the US Credit Agreement may have terminated). For
purposes of this clause, UK Pro Rata Share means the proportion that the amount outstanding
under this Agreement bears to the then outstanding principal balance of all loan and other
obligations outstanding under this Agreement and the US Credit Agreement. The term
Consolidated Excess Cash Flow is defined in the US Credit Agreement as if the same were
restated in this Agreement notwithstanding the fact that the US Credit Agreement may have
terminated;(c)
    
    The Company shall prepay amounts equal to the amount of any loan taken by it other than in
accordance with the terms of this Agreement.(d)
    
    The Company shall prepay amounts equal to the amount (after issue expenses) of any issue of
capital made by it.
 8.4
    
    Right of repayment and cancellation in relation to a single Lender
 (a)
    
    If:
 (i)
    
    any sum payable to any Lender by the Company is required to be increased under
paragraph (c) of clause 13.2 (Tax gross-up); or(ii)
    
    any Lender claims indemnification from the Company under clause 13.3 (Tax indemnity) or
clause 14.1 (Increased costs),
  (b)
    
    On receipt of a notice referred to in paragraph (a), the Commitment of that Lender shall
immediately be reduced to zero.(c)
    
    On the last day of each Interest Period which ends after the Company has given notice under
paragraph (a) (or, if earlier, the date specified by the Company in that notice), the Company
shall repay that Lenders participation in the Loan.
 8.5
    
    Restrictions
 (a)
    
    Any notice of cancellation or prepayment given by any Party under this clause 8 shall be
irrevocable and, unless a contrary indication appears in this Agreement, shall specify the
date or dates upon which the relevant cancellation or prepayment is to be made and the amount
of that cancellation or prepayment.
 14




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(b)
    
    Any prepayment under this Agreement shall be made together with accrued interest on the
amount prepaid and, subject to any Break Costs, without premium or penalty.(c)
    
    No part of the Facility which is prepaid may be reborrowed.(d)
    
    The Company shall not repay or prepay all or any part of the Loan or cancel all or any part
of the Commitments except at the times and in the manner expressly provided for in this
Agreement.(e)
    
    No amount of the Total Commitments cancelled under this Agreement may be subsequently
reinstated.(f)
    
    If the Agents receive a notice under this clause 8 they shall promptly forward a copy of that
notice to either the Company or the affected Lender, as appropriate.
 8.6
    
    Mandatory Cancellation
 ipso facto
 9.
    
    INTEREST
 9.1
    
    Calculation of interest
  (a)
    
    Margin;(b)
    
    LIBOR; and(c)
    
    Mandatory Cost, if any.
 9.2
    
    Payment of interest
  15




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9.3
    
    Default interest
 (a)
    
    If the Company fails to pay any amount payable by it under a Finance Document on its due
date, interest shall accrue on the overdue amount from the due date up to the date of actual
payment (both before and after judgment) at a rate which, subject to paragraph (b), is 2 per
cent. higher than the rate which would have been payable if the overdue amount had, during the
period of non-payment, constituted part of the Loan in the currency of the overdue amount for
successive Interest Periods, each of a duration selected by the Agents (acting reasonably).
Any interest accruing under this clause 9.3 shall be immediately payable by the Company on
demand by the Agents.(b)
    
    If any overdue amount consists of part of the Loan which became due on a day which was not
the last day of an Interest Period:
 (i)
    
    the first Interest Period for that overdue amount shall have a duration equal to the
unexpired portion of the current Interest Period relating to the Loan; and(ii)
    
    the rate of interest applying to the overdue amount during that first Interest Period
shall be 2 per cent. higher than the annual rate which would have applied if the overdue
amount had not become due.
 (c)
    
    Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue
amount at the end of each Interest Period applicable to that overdue amount but will remain
immediately due and payable.
 9.4
    
    Notification of rates of interest
  10.
    
    INTEREST PERIODS
 10.1
    
    Length of Interest Periods
 (a)
    
    Each Interest Period shall be of three months duration.(b)
    
    An Interest Period for the Loan which would otherwise end after the Termination Date shall
end on the Termination Date.(c)
    
    The first Interest Period for the Loan shall start on the date hereof and each subsequent
Interest Period shall commence on the final day of the immediately preceding Interest Period.
 10.2
    
    Non-Business Days
  16




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11.
    
    CHANGES TO THE CALCULATION OF INTEREST
 11.1
    
    Market disruption
 (a)
    
    If a Market Disruption Event occurs in relation to the Loan for any Interest Period, then the
rate of interest on each Lenders share of the Loan for the Interest Period shall be the rate
per annum which is the sum of:
 (i)
    
    the Margin;(ii)
    
    the rate notified to the Agents by that Lender as soon as practicable and in any event
before interest is due to be paid in respect of that Interest Period, to be that which
expresses as a percentage rate per annum the cost to that Lender of funding its
participation in the Loan from whatever source it may reasonably select; and(iii)
    
    the Mandatory Cost, if any, applicable to that Lenders participation in the Loan.
 Market Disruption Event
 (i)
    
    at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate
is not available; or(ii)
    
    before close of business in London on the Quotation Day for the relevant Interest
Period, the Agents receive notifications from a Lender or Lenders (whose aggregate
participations in the Loan exceed 35 per cent. of the Loan) that the cost to it or them of
obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR.
 11.2
    
    Alternative basis of interest or funding
 (a)
    
    If a Market Disruption Event occurs and the Agents or the Company so requires, the Agents and
the Company shall enter into negotiations (for a period of not more than thirty days) with a
view to agreeing a substitute basis for determining the rate of interest.
 (b)
    
    Any alternative basis agreed pursuant to paragraph (a) shall, with the prior consent of all
the Lenders and the Company, be binding on all Parties.
 11.3
    
    Break Costs
 (a)
    
    The Company shall, within three Business Days of demand by a Finance Party, pay to that
Finance Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being
paid by the Company on a day other than the last day of an Interest Period for the Loan or
Unpaid Sum.
 (b)
    
    Each Lender shall, as soon as reasonably practicable after a demand by the Agents, provide a
certificate confirming the amount of its Break Costs for any Interest Period in which they
accrue.
 12.
    
    FEES
 12.1
    
    Commitment fee
  17




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##### 



13.
    
    TAX GROSS UP AND INDEMNITIES
 13.1
    
    Definitions
 (a)
    
    In this Agreement:Protected Partymeans a Finance Party which is or will be subject to any liability, or
required to make any payment, for or on account of Tax in relation to a sum received or
receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a
Finance Document.Tax Creditmeans a credit against, relief or remission for, or repayment of any Tax.Tax Deductionmeans a deduction or withholding for or on account of Tax from a payment under
a Finance Document.Tax Paymentmeans either the increase in a payment made by the Company to a Finance Party
under clause 13.2 (Tax gross-up) or a payment under clause 13.3 (Tax indemnity).
 13.2
    
    Tax gross-up
 (a)
    
    The Company shall make all payments to be made by it without any Tax Deduction, unless a Tax
Deduction is required by law.(b)
    
    The Company shall promptly upon becoming aware that it must make a Tax Deduction (or that
there is any change in the rate or the basis of a Tax Deduction) notify the Agents
accordingly. Similarly, a Lender shall notify the Agents on becoming so aware in respect of a
payment payable to that Lender. If the Agents receive such notification from a Lender they
shall notify the Company.(c)
    
    If a Tax Deduction is required by law to be made by the Company, the amount of the payment
due from the Company shall be increased to an amount which (after making any Tax Deduction)
leaves an amount equal to the payment which would have been due if no Tax Deduction had been
required.(d)
    
    If the Company is required to make a Tax Deduction, the Company shall make that Tax Deduction
and any payment required in connection with that Tax Deduction within the time allowed and in
the minimum amount required by law.(e)
    
    Within thirty days of making either a Tax Deduction or any payment required in connection
with that Tax Deduction, the Company shall deliver to the Agents for the Finance Party
entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax
Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing
authority.
 18




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##### 



13.3
    
    Tax indemnity
 (a)
    
    The Company shall (within three Business Days of demand by the Agents) pay to a Protected
Party an amount equal to the loss, liability or cost which that Protected Party in good faith
determines will be or has been (directly or indirectly) suffered for or on account of Tax by
that Protected Party in respect of a Finance Document.
 (b)
    
    Paragraph (a) shall not apply:
 (i)
    
    with respect to any Tax assessed on a Finance Party:
 (A)
    
    under the law of the jurisdiction in which that Finance Party is incorporated
or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is
treated as resident for tax purposes; or(B)
    
    under the law of the jurisdiction in which that Finance Partys Facility Office
is located in respect of amounts received or receivable in that jurisdiction,if that Tax is imposed on or calculated by reference to the net income received or
receivable (but not any sum deemed to be received or receivable) by that Finance
Party; or
 (ii)
    
    to the extent a loss, liability or cost is compensated for by an increased payment
under clause 13.2 (Tax gross-up).
 (c)
    
    A Protected Party making, or intending to make a claim under paragraph (a) shall promptly
notify the Agents of the event which will give, or has given, rise to the claim, following
which the Agents shall notify the Company.
 (d)
    
    A Protected Party shall, on receiving a payment from the Company under this clause 13.3,
notify the Agents.
 13.4
    
    Tax Credit
  (a)
    
    a Tax Credit is attributable either to an increased payment of which that Tax Payment forms
part, or to that Tax Payment; and(b)
    
    that Finance Party has obtained, utilised and retained that Tax Credit,the Finance Party shall pay an amount to the Company which that Finance Party determines
will leave it (after that payment) in the same after-Tax position as it would have been in
had the Tax Payment not been required to be made by the Company and the circumstances giving
rise to it had not arisen.
 13.5
    
    Stamp taxes
  19




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##### 



13.6
    
    Value added tax
 (a)
    
    All consideration expressed to be payable under a Finance Document by any Party to a Finance
Party shall be deemed to be exclusive of any VAT. If VAT is chargeable on any supply made by
any Finance Party to any Party in connection with a Finance Document, that Party shall pay to
the Finance Party (in addition to and at the same time as paying the consideration) an amount
equal to the amount of the VAT.
 (b)
    
    Where a Finance Document requires any Party to reimburse a Finance Party for any costs or
expenses, that Party shall also at the same time pay and indemnify the Finance Party against
all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that
the Finance Party reasonably determines that it is not entitled to credit or repayment of the
VAT.
 14.
    
    INCREASED COSTS
 14.1
    
    Increased costs
 (a)
    
    Subject to clause 14.3 (Exceptions) the Company shall, within three Business Days of a demand
by the Agents, pay for the account of a Finance Party the amount of any Increased Costs
incurred by that Finance Party or any of its Affiliates as a result of:
 (i)
    
    the introduction of or any change in (or in the interpretation, administration or
application of) any law or regulation; or(ii)
    
    compliance with any law or regulation,
  (b)
    
    In this Agreement Increased Costsmeans:
 (i)
    
    a reduction in the rate of return from the Facility or on a Finance Partys (or its
Affiliates) overall capital;(ii)
    
    an additional or increased cost; or(iii)
    
    a reduction of any amount due and payable under any Finance Document,
  14.2
    
    Increased cost claims
 (a)
    
    A Finance Party intending to make a claim pursuant to clause 14.1 (Increased costs) shall
notify the Agents of the event giving rise to the claim, following which the Agents shall
promptly notify the Company.
 (b)
    
    Each Finance Party shall, as soon as practicable after a demand by the Agents, provide a
certificate confirming the amount of its Increased Costs.
 14.3
    
    Exceptions
 20




---



##### 



(a)
    
    Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:
 (i)
    
    attributable to a Tax Deduction required by law to be made by the Company;(ii)
    
    compensated for by clause 13.3 (Tax indemnity) (or would have been compensated for
under that clause but was not so compensated solely because any of the exclusions in
paragraph (b) of that clause applied);(iii)
    
    compensated for by the payment of the Mandatory Cost; or(iv)
    
    attributable to the wilful breach by the relevant Finance Party or its Affiliates of
any law or regulation.
 (b)
    
    In this clause 14.3, a reference to a Tax Deductionhas the same meaning given to the term in
clause 13.1 (Definitions).15.
    
    OTHER INDEMNITIES
 15.1
    
    Currency indemnity
 (a)
    
    The Company shall as an independent obligation, within three Business Days of demand,
indemnify each Finance Party against any cost, loss or liability which that Finance Party
incurs as a consequence of:
 (i)
    
    that Finance Party receiving an amount in respect of the Companys liability under any
of the Finance Documents; or(ii)
    
    that liability being converted into a claim, order, judgment or award,
 new currency
 (b)
    
    Unless otherwise required by law, the Company waives any right it may have in any
jurisdiction to pay any amount under the Finance Documents in a currency or currency unit
other than sterling.
 15.2
    
    Other indemnities
  (a)
    
    the occurrence of any Event of Default;(b)
    
    a failure by the Company to pay any amount due under a Finance Document on its due date,
including any cost, loss or liability arising as a result of clause 28 (Sharing among the
Finance Parties);(c)
    
    funding, or making arrangements to fund, its participation in the Loan requested by the
Company in the Utilisation Request but not made by reason of the operation of any one or more
of the
 21




---



##### 



(d)
    
    the Loan or part thereof not being prepaid in accordance with a notice of prepayment given by
the Company.The Companys liability in each case includes any Break Costs and any loss or expense on
account of funds borrowed, contracted for or utilised to fund any amount payable under any
relevant Finance Document, any relevant amount repaid, or the Loan.
 15.3
    
    Indemnity to the Agents
  (a)
    
    investigating any event which it reasonably believes is a Default; or(b)
    
    acting or relying on any notice, request or instruction which it reasonably believes to be
genuine, correct and appropriately authorised.
 16.
    
    MITIGATION BY THE LENDERS
 16.1
    
    Mitigation
 (a)
    
    Each Finance Party shall, in consultation with the Company, take all reasonable steps to
mitigate any circumstances which arise and which would result in any amount becoming payable
under or pursuant to, or cancelled pursuant to, any of clause 8.1 (Illegality), clause 13 (Tax
gross-up and indemnities), clause 14 (Increased costs) or paragraph 3 of Schedule 4 (Mandatory
Cost Formulae) including transferring its rights and obligations under the Finance Documents
to another Affiliate or Facility Office.
 (b)
    
    Paragraph (a) does not in any way limit the obligations of the Company under the Finance
Documents.
 16.2
    
    Limitation of liability
 (a)
    
    The Company shall indemnify each Finance Party for all costs and expenses reasonably incurred
by that Finance Party as a result of steps taken by it under clause 16.1 (Mitigation).
 (b)
    
    A Finance Party is not obliged to take any steps under clause 16.1 (Mitigation) if, in the
opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.
 17.
    
    COSTS AND EXPENSES
 17.1
    
    Transaction expenses
  (a)
    
    this Agreement and any other documents referred to in this Agreement; and(b)
    
    any other Finance Documents executed after the date of this Agreement.
 22




---



##### 



17.2
    
    Amendment costs
  17.3
    
    Enforcement costs
  18.
    
    REPRESENTATIONS
  18.1
    
    Status
 (a)
    
    It is a limited liability company, duly incorporated and validly existing under the law of
its jurisdiction of incorporation.(b)
    
    It and each of its Subsidiaries has the power to own its assets and carry on its business as
it is being conducted.
 18.2
    
    Binding obligations
  18.3
    
    Non-conflict with other obligations
  (a)
    
    any law, regulation or order applicable to it;(b)
    
    its or any of its Subsidiaries constitutional documents; or(c)
    
    any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any
of its Subsidiaries assets.
 18.4
    
    Power and authority
  23




---



##### 



18.5
    
    Validity and admissibility in evidence
  (a)
    
    to enable it lawfully to enter into, exercise its rights and comply with its obligations in
the Finance Documents to which it is a party; and(b)
    
    to make the Finance Documents to which it is a party admissible in evidence in its
jurisdiction of incorporation,have been obtained or effected and are in full force and effect.
 18.6
    
    No filing or stamp taxes
  18.7
    
    Compliance with laws
  18.8
    
    No default
 (a)
    
    No Default is continuing.(b)
    
    No other event or circumstance is outstanding which constitutes a default under any other
agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or
any of its Subsidiaries) assets are subject which might have a Material Adverse Effect.
 18.9
    
    No misleading information
 (a)
    
    Any factual information provided by the Company was true and accurate in all material
respects as at the date it was provided or as at the date (if any) at which it is stated.(b)
    
    No information has been given or withheld and no event or circumstance has occurred that (in
any case) results in the information referred to in 19.10(a) above being untrue or misleading
in any respect.
 18.10
    
    Financial statements
 (a)
    
    Its audited financial statements of the TRM Group most recently delivered to the Agents:
 (i)
    
    were prepared in accordance with GAAP consistently applied; and(ii)
    
    fairly present as at and in respect of the period ending on the date to which they were
drawn up, its financial condition and operations.
 24




---



##### 



(b)
    
    There has been no material adverse change in its business or financial condition of the TRM
Group since the date of the most recent audited financial statements delivered under clause
19(1)(a) (Financial statements).
 18.11
    
    Pari passu ranking
  18.12
    
    No proceedings pending or threatened
  18.13
    
    Taxes
  18.14
    
    No Security
 Negative Pledge
 18.15
    
    Environmental Matters
  (a)
    
    (i) has obtained all requisite environmental approvals required for the carrying on of its
business as currently conducted and (ii) has at all times complied in all respects with the
terms and conditions of such environmental approvals and (iii) has at all times complied in
all respects with all other applicable environmental law in each case, where failure to do so
would have a Material Adverse Effect.
 (b)
    
    so far as it is aware has no environmental claim pending or threatened against it which is
reasonably likely to be decided against it and which, if determined adversely, would have a
Material Adverse Effect.
 25




---



##### 



(c)
    
    has not, as far as it is aware, used, disposed of, generated, stored, transported, dumped,
released, deposited, buried or emitted at, on, from or under any premises (whether or not
owned, leased, occupied or controlled by it and including any offsite waste management or
disposal location utilised by it) any hazardous substance in circumstances where this would be
reasonably likely to result in a liability on it and where such liability would have a
Material Adverse Effect.
 18.16
    
    Authorisations
  18.17
    
    Ownership of Assets
  18.18
    
    Insurance
  18.19
    
    No Immunity
 (a)
    
    The execution by the Company of each Finance Document to which it is a party constitutes, and
its exercise of its rights and performance of the obligations of the Company under each
Finance Document will constitute, private and commercial acts done and performed for private
and commercial purposes.
 (b)
    
    The Company will be entitled to claim immunity from suit, execution, attachment or legal
process in any proceedings taken in its jurisdiction of incorporation in relation to any
Finance Document.
 18.20
    
    Licences
  18.21
    
    Solvency
  18.22
    
    No indebtedness / financial indebtedness
  26




---



##### 



18.23
    
    Collective Bargaining Agreements
  18.24
    
    Material Contracts
  18.25
    
    Subsidiaries
  18.26
    
    Repetition
  19.
    
    INFORMATION UNDERTAKINGS
  19.1
    
    Financial statements
  (a)
    
    within the time limits therein set out all financial information concerning the TRM Group as
are required by Clause 7.01 of the US Credit Agreement as if the same were restated in this
Agreement notwithstanding the fact that the US Credit Agreement may have terminated; and
  19.2
    
    Compliance Certificate
 (a)
    
    The Company shall supply to the Agents, with each set of financial statements delivered
pursuant to clause 19.1 (Financial statements), a Compliance Certificate.
 (b)
    
    Each Compliance Certificate shall be signed by the managing director or other senior
executive officer or the senior financial officer of the Company and, if required to be
delivered with the financial statements delivered pursuant to paragraph Error! Reference
source not found.of clause 19.1 (Financial statements), by the Companys auditors.
 19.3
    
    Information: miscellaneous
  (a)
    
    all documents dispatched by the Company to its shareholders (or any class of them) or its
creditors generally at the same time as they are dispatched;
 27




---



##### 



(b)
    
    promptly upon becoming aware of them, details of any litigation, arbitration or
administrative proceedings which are current, threatened or pending against any the any member
of the TRM Group, and which might, if adversely determined, have a Material Adverse Effect;
and
 (c)
    
    promptly, such further information regarding the financial condition, business and operations
of the Company or any of its Subsidiaries as any Finance Party (through the Agents) may
reasonably request.
 19.4
    
    Notification of Default
 (a)
    
    The Company shall notify the Agents of any Default (and the steps, if any, being taken to
remedy it) promptly upon becoming aware of its occurrence.
 (b)
    
    Promptly upon a request by the Agents, the Company shall supply to the Agents a certificate
signed by two of its directors or senior officers on its behalf certifying that no Default is
continuing (or if a Default is continuing, specifying the Default and the steps, if any, being
taken to remedy it).
 19.5
    
    Use of websites
 (a)
    
    The Company may satisfy its obligation under this Agreement to deliver any information in
relation to those Lenders (the Website Lenders) who accept this method of communication by
posting this information onto an electronic website designated by the Company and the Agents
(the Designated Website) if:
 (i)
    
    the Agents expressly agree (after consultation with each of the Lenders) that they will
accept communication of the information by this method;(ii)
    
    both the Company and the Agents are aware of the address of and any relevant password
specifications for the Designated Website; and(iii)
    
    the information is in a format previously agreed between the Company and the Agents.
 Paper Form Lender
 (b)
    
    The Agents shall supply each Website Lender with the address of and any relevant password
specifications for the Designated Website following designation of that website by the Company
and the Agents.
 (c)
    
    The Company shall promptly upon becoming aware of its occurrence notify the Agents if:
 (i)
    
    the Designated Website cannot be accessed due to technical failure;(ii)
    
    the password specifications for the Designated Website change;(iii)
    
    any new information which is required to be provided under this Agreement is posted
onto the Designated Website;
 28




---



##### 



(iv)
    
    any existing information which has been provided under this Agreement and posted onto
the Designated Website is amended; or(v)
    
    the Company becomes aware that the Designated Website or any information posted onto
the Designated Website is or has been infected by any electronic virus or similar software.
  (d)
    
    Any Website Lender may request, through the Agents, one paper copy of any information
required to be provided under this Agreement which is posted onto the Designated Website. The
Company shall comply with any such request within ten Business Days.
 19.6
    
    Know your customer checks
 (a)
    
    If:
 (i)
    
    the introduction of or any change in (or in the interpretation, administration or
application of) any law or regulation made after the date of this Agreement;(ii)
    
    any change in the status of the Company after the date of this Agreement;(iii)
    
    any change in the composition of the shareholders of the Company; or(iv)
    
    a proposed assignment or transfer by a Lender of any of its rights and obligations
under this Agreement to a party that is not a Lender prior to such assignment or transfer,
  (b)
    
    Each Lender shall promptly upon the request of the Agents supply, or procure the supply of,
such documentation and other evidence as is reasonably requested by the Agents (for
themselves) in order for the Agents to carry out and be satisfied it has complied with all
necessary know your customer or other similar checks under all applicable laws and regulations
pursuant to the transactions contemplated in the Finance Documents.
 20.
    
    FINANCIAL COVENANTS
  29




---



##### 



Minimum EBITDA
 Consolidated First Lien Leverage Ratio
 FiscalYear
    
    March 31
    
    June 30
    
    September 30
    
    December 312006
    
    n/a
    
    2.75
    
    2.25
    
    2.252007
    
    2.20
    
    2.10
    
    2.00
    
    1.902008
    
    1.80
    
    1.70
    
    1.60
    
    1.502009
    
    1.35
    
    1.35
    
    1.35
    
    1.35thereafter
    
    1.25
 Consolidated Leverage Ratio
 FiscalYear
    
    March 31
    
    June 30
    
    September 30
    
    December 312006
    
    n/a
    
    4.85
    
    4.35
    
    4.352007
    
    4.25
    
    4.05
    
    3.90
    
    3.702008
    
    3.50
    
    3.30
    
    3.10
    
    3.002009
    
    2.75
    
    2.75
    
    2.75
    
    2.75thereafter
    
    2.50
 Consolidated Fixed Charge Coverage Ratio
 FiscalYear
    
    March 31
    
    June 30
    
    September 30
    
    December 312006
    
    n/a
    
    1.25
    
    1.25
    
    1.252007
    
    1.25
    
    1.25
    
    1.25
    
    1.252008
    
    1.30
    
    1.30
    
    1.30
    
    1.30thereafter
    
    1.40
 30




---



##### 



st
 st
  21.
    
    POSITIVE UNDERTAKINGS
   21.1
    
    Authorisations
  (a)
    
    obtain, comply with and do all that is necessary to maintain in full force and effect; and(b)
    
    supply certified copies to the Agents of,
  21.2
    
    Notices
  21.3
    
    Compliance with laws
  21.4
    
    Records
  21.5
    
    Arms length terms
  31




---



##### 



21.6
    
    Preservation of Existence
  21.7
    
    Inspection rights
  21.8
    
    Insurance
  21.9
    
    Intellectual Property Rights
  21.10
    
    Environmental Compliance
 (a)
    
    The Company shall procure that the Company and each of its Subsidiaries will
comply with all applicable environmental Laws where, in respect of such environmental
laws, non-compliance is reasonably likely to have a Material Adverse Effect.(b)
    
    The Company shall procure that the Company and each of its Subsidiaries will
comply with the terms of all environmental approvals necessary for the ownership and
operation of its facilities and businesses as owned and operated from time to time by
it where in any such case non-compliance with or the lack of any such environmental
approval is reasonably likely to have a Material Adverse Effect.
 21.11
    
    Taxes
  32




---



##### 



21.12
    
    Pair Passu Ranking
  21.13
    
    Further Assurance
  (a)
    
    enter into a guarantee of the obligations of the Company under this Agreement and(b)
    
    grant Security over any its assets to the Lenders in support of such guarantee.
  21.14
    
    Subsidiaries
  22.
    
    NEGATIVE UNDERTAKINGS
 22.1
    
    Negative pledge
 (a)
    
    The Company shall not create or permit to subsist any Security over any of its assets.(b)
    
    Neither the Company nor any of its Subsidiaries shall:
 (i)
    
    sell, transfer or otherwise dispose of any of its assets on terms whereby they are or
may be leased to or re-acquired by the Company;(ii)
    
    sell, transfer or otherwise dispose of any of its receivables on recourse terms;(iii)
    
    enter into any arrangement under which money or the benefit of a bank or other account
may be applied, set-off or made subject to a combination of accounts; or(iv)
    
    enter into any other preferential arrangement having a similar effect,
  (c)
    
    Paragraphs (a) and (b) do not apply to:
 (i)
    
    any lien arising by operation of law and in the ordinary course of trading;(ii)
    
    any Security entered into pursuant to any Finance Document;
 33




---



##### 



(iii)
    
    any Security for which the Company has the prior written consent of the Lenders
 22.2
    
    Indebtedness
  (a)
    
    any Financial Indebtedness described in Schedule 8 (Existing Indebtedness);(b)
    
    any other Financial Indebtedness, provided such Financial Indebtedness does not exceed
£250,000;(c)
    
    Financial Indebtedness under this Agreement; and(d)
    
    any Financial Indebtedness approved by the Lenders.
 22.3
    
    Disposals
 (a)
    
    The Company may not, either in a single transaction or a series of transactions (whether
related or not) dispose of any asset.(b)
    
    Paragraph 22.3 (a) does not apply to any disposal:
 (i)
    
    of stock in the ordinary course of trading of the disposing entity;(ii)
    
    of assets in exchange for other assets comparable or superior as to type, value and
quality;
 22.4
    
    Merger
  22.5
    
    Change of business
  22.6
    
    Acquisitions
  (a)
    
    in the ordinary course of its trading activities;(b)
    
    the exchange of assets for other assets of a similar nature and value; or(c)
    
    any assets acquired with the approval of the Lenders.
 22.7
    
    Agreements outside the ordinary course of business
  34




---



##### 



22.8
    
    Loans and Guarantees
  (a)
    
    trade credit on normal business terms;(b)
    
    loans or guarantees for the benefit , directly or indirectly, of employees or directors in
accordance with normal conditions of employment or remuneration packages; or(c)
    
    warranties and indemnities given in respect of the disposal of businesses or assets, where
such warranties and indemnities relate to the historical performance of the business or assets
being disposed of and do not in any way relate to the future performance of the business.
 22.9
    
    Restriction on payments to TRM Group
  22.10
    
    Restriction on Dividends, Distributions and Payments
  22.11
    
    Restriction on Investment and Capital Expenditure
  (a)
    
    in the ordinary course of trading;(b)
    
    in exchange for assets comparable or superior as to type, value and quality;(c)
    
    such that involves no substantial change to the general nature of the business: or(d)
    
    any investment or capital expenditure approved by the Lenders,provided in all cases that no Event of Default has occurred or is likely to occur.
 23.
    
    EVENTS OF DEFAULT
  23.1
    
    Non-payment
  (a)
    
    its failure to pay is a payment of interest caused by administrative or technical error; and(b)
    
    payment is made within 2 Business Days of its due date.
 35




---



##### 



23.2
    
    Other obligations
 (a)
    
    The Company does not comply with any provision of the Finance Documents (other than those
referred to in clause 23.1 (Non-payment).(b)
    
    No Event of Default under paragraph (a) above will occur if the failure to comply is capable
of remedy and is remedied within 15 Business Days of the earlier of the Agents giving notice
to the Company or the Company becoming aware of the failure to comply.
 23.3
    
    Misrepresentation
  23.4
    
    Cross default
 (a)
    
    The occurrence of an Event of Default under the US Credit Agreement; or(b)
    
    Any member of the TRM Group fails to comply with the provisions set out in Clause 20 of this
Agreement.
 23.5
    
    Insolvency
  (a)
    
    it is, or is deemed for the purposes of any law to be, unable to pay its debts as they fall
due or insolvent;(b)
    
    it admits its inability to pay its debts as they fall due;(c)
    
    the value of its assets is less than its liabilities (taking into account contingent and
prospective liabilities but excluding, for the avoidance of doubt, liabilities under
documentary letters of credit issued in relation to the purchase of goods in the ordinary
course of trading);(d)
    
    it suspends making payments on any of its debts or announces an intention to do so;(e)
    
    by reason of actual or anticipated financial difficulties, it commences negotiations with one
or more of its creditors with a view to rescheduling any of its indebtedness; or(f)
    
    a moratorium is declared in respect of any of its indebtedness.
 23.6
    
    Insolvency proceedings
 (a)
    
    Any corporate action, legal proceedings or other procedure or step is taken in relation to:
 (i)
    
    the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution,
administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or
otherwise) of the Company or any of its Subsidiaries;
 36




---



##### 



(ii)
    
    a composition, a compromise, assignment or arrangement with any creditor of the Company
or any of its Subsidiaries;(iii)
    
    the appointment of a liquidator, trustee in bankruptcy, judicial custodian, compulsory
manager, receiver, administrative receiver, administrator or similar officer (in each case,
whether out of court or otherwise) in respect of the Company or any of its Subsidiaries or
any of their respective assets;(iv)
    
    the enforcement of any Security over any assets of the Company or any of its
Subsidiaries,
  (b)
    
    Paragraph (a) does not apply to a transaction agreed by the Lenders.
 23.7
    
    Creditors process
  23.8
    
    Cessation of business
  (a)
    
    it ceases, or threatens to cease, to carry on all or substantially all of its business
except:
 (i)
    
    as part of a transaction described in clause 23.6(b)
(Insolvency Proceedings); or(ii)
    
    as a result of any disposal allowed under this Agreement; or
 (b)
    
    any governmental authority expropriates, or threatens to expropriate all or part of its
assets to an extent which is reasonably likely to have a Material Adverse Effect.
 23.9
    
    Ownership of the Company
 (a)
    
    The Company ceases to be a wholly-owned Subsidiary of TRM.(b)
    
    The Company disposes of any member of the Group.
 23.10
    
    Unlawfulness
 (a)
    
    It is or becomes unlawful for the Company to perform any of its obligations under the Finance
Documents.(b)
    
    Any Finance Document is not effective or is alleged by the Company to be ineffective for any
reason.
 23.11
    
    Repudiation
  37




---



##### 



23.12
    
    Material adverse change
  Acceleration
  (a)
    
    cancel the Total Commitments whereupon they shall immediately be cancelled; and/or(b)
    
    declare that all or part of the Loan, together with accrued interest, and all other amounts
accrued or outstanding under the Finance Documents be immediately due and payable, whereupon
they shall become immediately due and payable; and/or(c)
    
    declare that all or part of the Loan be payable on demand, whereupon they shall immediately
become payable on demand by the Agents on the instructions of the Lenders.24.
    
    CHANGES TO THE LENDERS
 24.1
    
    Assignments and transfers by the Lenders
 Existing Lender
 (a)
    
    assign any of its rights; or(b)
    
    transfer by novation any of its rights and obligations,
  24.2
    
    Conditions of assignment or transfer
 (a)
    
    No consent of the Company is required for an assignment or transfer.(b)
    
    An assignment will only be effective on:
 (i)
    
    receipt by the Agents of written confirmation from the New Lender (in form and
substance satisfactory to the Agents) that the New Lender will assume the same obligations
to the other Finance Parties as it would have been under if it was an Original Lender; and(ii)
    
    performance by the Agents of all necessary know your customer or other similar checks
under all applicable laws and regulations in relation to such assignment to a New Lender,
the completion of which the Agents shall promptly notify to the Existing Lender and the New
Lender.
 (c)
    
    A transfer will only be effective if the procedure set out in clause 24.5 (Procedure for
transfer) is complied with.
 38




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##### 



(d)
    
    If:
 (i)
    
    a Lender assigns or transfers any of its rights or obligations under the Finance
Documents or changes its Facility Office; and(ii)
    
    as a result of circumstances existing at the date the assignment, transfer or change
occurs, the Company would be obliged to make a payment to the New Lender or Lender acting
through its new Facility Office under clause 13 (Tax gross-up and indemnities) or clause 14
(Increased Costs),
  24.3
    
    Assignment or transfer fee
  24.4
    
    Limitation of responsibility of Existing Lenders
 (a)
    
    Unless expressly agreed to the contrary, an Existing Lender makes no representation or
warranty and assumes no responsibility to a New Lender for:
 (i)
    
    the legality, validity, effectiveness, adequacy or enforceability of the Finance
Documents or any other documents;(ii)
    
    the financial condition of the Company;(iii)
    
    the performance and observance by the Company of its obligations under the Finance
Documents or any other documents; or(iv)
    
    the accuracy of any statements (whether written or oral) made in or in connection with
any Finance Document or any other document,
  (b)
    
    Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
 (i)
    
    has made (and shall continue to make) its own independent investigation and assessment
of the financial condition and affairs of the Company and its related entities in
connection with its participation in this Agreement and has not relied exclusively on any
information provided to it by the Existing Lender in connection with any Finance Document;
and(ii)
    
    will continue to make its own independent appraisal of the creditworthiness of the
Company and its related entities whilst any amount is or may be outstanding under the
Finance Documents or any Commitment is in force.
 (c)
    
    Nothing in any Finance Document obliges an Existing Lender to:
 39




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##### 



(i)
    
    accept a re-transfer from a New Lender of any of the rights and obligations assigned or
transferred under this clause 24; or(ii)
    
    support any losses directly or indirectly incurred by the New Lender by reason of the
non-performance by the Company of its obligations under the Finance Documents or otherwise.
 24.5
    
    Procedure for transfer
 (a)
    
    Subject to the conditions set out in clause 24.2 (Conditions of assignment or transfer) a
transfer will be effected on the Transfer Date in accordance with paragraph (d) if:
 (i)
    
    the Existing Lender and the New Lender deliver to the Agents a duly completed Transfer
Certificate; and(ii)
    
    the Agents execute it.
 (b)
    
    The Agents shall, subject to paragraph (c) below, as soon as reasonably practicable after
receipt by them of a duly completed Transfer Certificate appearing on its face to comply with
the terms of this Agreement and delivered in accordance with the terms of this Agreement,
execute that Transfer Certificate. Each Party (other than the Existing Lender and the New
Lender) irrevocably authorises the Agents to execute any duly completed Transfer Certificate
on its behalf.(c)
    
    The Agents shall only be obliged to execute a Transfer Certificate delivered to them by the
Existing Lender and the New Lender once it is satisfied it has complied with all necessary
know your customer or other similar checks under all applicable laws and regulations in
relation to the transfer to such New Lender.(d)
    
    On the Transfer Date:
 (i)
    
    to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by
novation its rights and obligations under the Finance Documents the Company and the
Existing Lender shall be released from further obligations towards one another under the
Finance Documents and their respective rights against one another under the Finance
Documents shall be cancelled (being the Discharged Rights and Obligations);(ii)
    
    the Company and the New Lender shall assume obligations towards one another and/or
acquire rights against one another which differ from the Discharged Rights and Obligations
only insofar as the Company and the New Lender have assumed and/or acquired the same in
place of the Company and the Existing Lender;(iii)
    
    the Agents, the New Lender and other Lenders shall acquire the same rights and assume
the same obligations between themselves as they would have acquired and assumed had the New
Lender been an Original Lender with the rights and/or obligations acquired or assumed by it
as a result of the transfer and to that extent the Agents and the Existing Lender shall
each be released from further obligations to each other under the Finance Documents; and(iv)
    
    the New Lender shall become a Party as a Lender.
 24.6
    
    Copy of Transfer Certificate to Company
 40




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##### 



24.7
    
    Disclosure of information
 (a)
    
    Each Finance Party must keep confidential any information supplied to it by or on behalf of
the Company in connection with the Finance Documents. However, a Finance Party is entitled to
disclose information:
 (i)
    
    which is publicly available, other than as a result of a breach by that Finance Party
of this clause;(ii)
    
    in connection with any legal or arbitration proceedings;(iii)
    
    if required to do so under any law or regulation;(iv)
    
    to a governmental, banking, taxation or other regulatory authority;(v)
    
    to its professional advisers;(vi)
    
    to the extent allowed under paragraph (b); or(vii)
    
    with the agreement of the Company.
 (b)
    
    A Finance Party may disclose to an Affiliate, or any person with whom it may enter, or has
entered into, any kind of transfer, participation or other agreement in relation to this
Agreement (a participant):
 (i)
    
    a copy of any Finance Document; and(ii)
    
    any information which that Finance Party has acquired under or in connection with any
Finance Document.
  (c)
    
    This clause supersedes any previous confidentiality undertaking given by a Finance Party in
connection with this Agreement prior to it becoming a Party.25.
    
    ASSIGNMENT BY COMPANY
 25.1
    
    Assignments and transfer by the Company
  41




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##### 



26.
    
    ROLE OF THE AGENTS
 26.1
    
    Appointment of the Agents
 (a)
    
    Each other Finance Party appoints the Agents to act as its agent under and in connection with
the Finance Documents.(b)
    
    Each other Finance Party authorises the Agents to exercise the rights, powers, authorities
and discretions specifically given to the Agents under or in connection with the Finance
Documents together with any other incidental rights, powers, authorities and discretions.
 26.2
    
    Duties of the Agents
 (a)
    
    The Agents shall promptly forward to a Party the original or a copy of any document which is
delivered to the Agents for that Party by any other Party.(b)
    
    Except where a Finance Document specifically provides otherwise, the Agents are not obliged
to review or check the adequacy, accuracy or completeness of any document it forwards to
another Party.(c)
    
    If either of the Agents receives notice from a Party referring to this Agreement, describing
a Default and stating that the circumstance described is a Default, it shall promptly notify
the Finance Parties.(d)
    
    If the Agents are aware of the non-payment of any principal, interest, commitment fee or
other fee payable to a Finance Party (other than the Agents) under this Agreement it shall
promptly notify the other Finance Parties.(e)
    
    The Agents duties under the Finance Documents are solely mechanical and administrative in
nature.
 26.3
    
    No fiduciary duties
 (a)
    
    Nothing in this Agreement constitutes the Agents as a trustee or fiduciary of any other
person.(b)
    
    The Agents shall not be bound to account to any Lender for any sum or the profit element of
any sum received by it for its own account.
 26.4
    
    Business with the TRM Group
 (a)
    
    The Agents may accept deposits from, lend money to and generally engage in any kind of
banking or other business with any member of the TRM Group (including acting as agent or
trustee for any other financing and acquiring or disposing of any kind of security of any
member of the TRM Group).(b)
    
    If it is also a Lender, each of the Agents has the same rights and powers under this
Agreement as any other Lender and may exercise those rights as though it were not also the
Agents.
 26.5
    
    Rights and discretions of the Agents
 (a)
    
    The Agents may rely on:
 42




---



##### 



(i)
    
    any representation, notice or document believed by it to be genuine, correct and
appropriately authorised; and(ii)
    
    any statement made by a director, authorised signatory or employee of any person
regarding any matters which may reasonably be assumed to be within his knowledge or within
his power to verify.
 (b)
    
    The Agents may assume (unless it has received notice to the contrary in its capacity as agent
for the Lenders) that:
 (i)
    
    no Default has occurred (unless it has actual knowledge of a Default arising under
clause 23.1 (Non-payment));(ii)
    
    any right, power, authority or discretion vested in any Party or the Lenders has not
been exercised; and(iii)
    
    any notice or request made by the Company (other than a Utilisation Request) is made
on behalf of and with the consent and knowledge of the Company.
 (c)
    
    The Agents may engage, pay for and rely on the advice or services of any lawyers,
accountants, surveyors or other experts.(d)
    
    The Agents may act in relation to the Finance Documents through their personnel and agents.(e)
    
    The Agents may disclose to any other Party any information they reasonably believe they have
received as agent under this Agreement.(f)
    
    Notwithstanding any other provision of any Finance Document to the contrary, neither of the
Agents is obliged to do or omit to do anything if it would or might in its reasonable opinion
constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of
confidentiality.
 26.6
    
    Lenders instructions
 (a)
    
    Unless a contrary indication appears in a Finance Document, the Agents shall:
 (i)
    
    exercise any right, power, authority or discretion vested in it as Agents in accordance
with any instructions given to it by the Lenders (or, if so instructed by the Lenders,
refrain from exercising any right, power, authority or discretion vested in it as Agents);
and(ii)
    
    not be liable for any act (or omission) if it acts (or refrains from taking any action)
in accordance with an instruction of the Lenders.
 (b)
    
    Unless a contrary indication appears in a Finance Document, any instructions given by the
Lenders will be binding on all the Finance Parties.(c)
    
    The Agents may refrain from acting in accordance with the instructions of the Lenders (or, if
appropriate, the Lenders) until it has received such security as it may require for any cost,
loss or liability (together with any associated VAT) which it may incur in complying with the
instructions.
 43




---



##### 



(d)
    
    In the absence of instructions from the Lenders, (or, if appropriate, the Lenders) the Agents
may act (or refrain from taking action) as they consider to be in the best interest of the
Lenders.(e)
    
    The Agents are not authorised to act on behalf of a Lender (without first obtaining that
Lenders consent) in any legal or arbitration proceedings relating to any Finance Document.
 26.7
    
    Responsibility for documentation
  (a)
    
    is responsible for the adequacy, accuracy and/or completeness of any information (whether
oral or written) supplied by the Agents, the Company or any other person given in or in
connection with any Finance Document; or(b)
    
    is responsible for the legality, validity, effectiveness, adequacy or enforceability of any
Finance Document or any other agreement, arrangement or document entered into, made or
executed in anticipation of or in connection with any Finance Document.
 26.8
    
    Exclusion of liability
 (a)
    
    Without limiting paragraph (b) below, the Agents will not be liable (including, without
limitation, for negligence or any other category of liability whatsoever) for any action taken
by them under or in connection with any Finance Document, unless directly caused by its gross
negligence or wilful misconduct.(b)
    
    No Party (other than the Agents) may take any proceedings against any officer, employee or
agent of the Agents in respect of any claim it might have against the Agents or in respect of
any act or omission of any kind by that officer, employee or agent in relation to any Finance
Document and any officer, employee or agent of the Agents may rely on this clause subject to
clause 1.3 (Third Party Rights) and the provisions of the Third Parties Act.(c)
    
    The Agents will not be liable for any delay (or any related consequences) in crediting an
account with an amount required under the Finance Documents to be paid by the Agents if the
Agents have taken all necessary steps as soon as reasonably practicable to comply with the
regulations or operating procedures of any recognised clearing or settlement system used by
the Agents for that purpose.(d)
    
    Nothing in this Agreement shall oblige the Agents to carry out any know your customer or
other checks in relation to any person on behalf of any Lender and each Lender confirms to the
Agents that it is solely responsible for any such checks it is required to carry out and that
it may not rely on any statement in relation to such checks made by the Agents.
 26.9
    
    Lenders indemnity to the Agents
  44




---



##### 



26.10
    
    Resignation of the Agents
 (a)
    
    The Agents may resign and appoint Wells Fargo Foothill, Inc. one of its Affiliates as
successor by giving notice to the other Finance Parties and the Company.(b)
    
    Alternatively the Agents may resign by giving notice to the other Finance Parties and the
Company, in which case the Lenders (after consultation with the Company) may appoint successor
Agents.(c)
    
    If the Lenders have not appointed successor Agents in accordance with paragraph (b) within 30
days after notice of resignation was given, the Agents (after consultation with the Company)
may appoint successor Agents (acting through an office in the United Kingdom).(d)
    
    The retiring Agents shall, at their own cost, make available to the successor Agents such
documents and records and provide such assistance as the successor Agents may reasonably
request for the purposes of performing their functions as Agents under the Finance Documents.(e)
    
    The Agents resignation notice shall only take effect upon the appointment of a successor.(f)
    
    Upon the appointment of a successor, the retiring Agents shall be discharged from any further
obligation in respect of the Finance Documents but shall remain entitled to the benefit of
this clause 25. Its successor and each of the other Parties shall have the same rights and
obligations amongst themselves as they would have had if such successor had been an original
Party.(g)
    
    After consultation with the Company, the Lenders may, by notice to the Agents, require them
to resign in accordance with paragraph (b). In this event, the Agents shall resign in
accordance with paragraph (b).
 45




---



##### 



26.11
    
    Confidentiality
 (a)
    
    In acting as agent for the Finance Parties, the Agents shall be regarded as acting through
their agency division which shall be treated as a separate entity from any other of their
divisions or departments.(b)
    
    If information is received by another division or department of the Agents, it may be treated
as confidential to that division or department and the Agents shall not be deemed to have
notice of it.
 26.12
    
    Relationship with the Lenders
 (a)
    
    The Agents may treat each Lender as a Lender, entitled to payments under this Agreement and
acting through its Facility Office unless it has received not less than five Business Days
prior notice from that Lender to the contrary in accordance with the terms of this Agreement.(b)
    
    Each Lender shall supply the Agents with any information required by the Agents in order to
calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost Formulae).
 26.13
    
    Credit appraisal by the Lenders
  (a)
    
    the financial condition, status and nature of the Company and any of its Subsidiaries;(b)
    
    the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and
any other agreement, arrangement or document entered into, made or executed in anticipation
of, under or in connection with any Finance Document;(c)
    
    whether that Lender has recourse, and the nature and extent of that recourse, against any
Party or any of its respective assets under or in connection with any Finance Document, the
transactions contemplated by the Finance Documents or any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in connection with any
Finance Document; and(d)
    
    the adequacy, accuracy and/or completeness of any information provided by the Agents, any
Party or by any other person under or in connection with any Finance Document, the
transactions contemplated by the Finance Documents or any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in connection with any
Finance Document.
 26.14
    
    Agents management time
  46




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##### 



26.15
    
    Deduction from amounts payable by the Agents
  27.
    
    CONDUCT OF BUSINESS BY THE FINANCE PARTIES
  (a)
    
    interfere with the right of any Finance Party to arrange its affairs (Tax or otherwise) in
whatever manner it thinks fit;(b)
    
    oblige any Finance Party to investigate or claim any credit, relief, remission or repayment
available to it or the extent, order and manner of any claim; or(c)
    
    oblige any Finance Party to disclose any information relating to its affairs (Tax or
otherwise) or any computations in respect of Tax.
 28.
    
    SHARING AMONG THE FINANCE PARTIES
 28.1
    
    Payments to Finance Parties
 Recovering Finance Party
 (a)
    
    the Recovering Finance Party shall, within three Business Days, notify details of the receipt
or recovery to the Agents;(b)
    
    the Agents shall determine whether the receipt or recovery is in excess of the amount the
Recovering Finance Party would have been paid had the receipt or recovery been received or
made by the Agents and distributed in accordance with clause 29 (Payment mechanics), without
taking account of any Tax which would be imposed on the Agents in relation to the receipt,
recovery or distribution; and(c)
    
    the Recovering Finance Party shall, within three Business Days of demand by the Agents, pay
to the Agents an amount (the Sharing Payment) equal to such receipt or recovery less any
amount which the Agents determine may be retained by the Recovering Finance Party as its share
of any payment to be made, in accordance with clause 29.5 (Partial payments).
 28.2
    
    Redistribution of payments
  28.3
    
    Recovering Finance Partys rights
 47




---



##### 



(a)
    
    On a distribution by the Agents under clause 28.2 (Redistribution of payments), the
Recovering Finance Party will be subrogated to the rights of the Finance Parties which have
shared in the redistribution.(b)
    
    If and to the extent that the Recovering Finance Party is not able to rely on its rights
under paragraph (a), the Company shall be liable to the Recovering Finance Party for a debt
equal to the Sharing Payment which is immediately due and payable.
 28.4
    
    Reversal of redistribution
  (a)
    
    each Finance Party which has received a share of the relevant Sharing Payment pursuant to
clause 28.2 (Redistribution of payments) shall, upon request of the Agents, pay to the Agents
for the account of that Recovering Finance Party an amount equal to the appropriate part of
its share of the Sharing Payment (together with an amount as is necessary to reimburse that
Recovering Finance Party for its proportion of any interest on the Sharing Payment which that
Recovering Finance Party is required to pay); and(b)
    
    that Recovering Finance Partys rights of subrogation in respect of any reimbursement shall
be cancelled and the Company will be liable to the reimbursing Finance Party for the amount so
reimbursed.
 28.5
    
    Exceptions
 (a)
    
    This clause 28 shall not apply to the extent that the Recovering Finance Party would not,
after making any payment pursuant to this clause, have a valid and enforceable claim against
the Company.(b)
    
    A Recovering Finance Party is not obliged to share with any other Finance Party any amount
which the Recovering Finance Party has received or recovered as a result of taking legal or
arbitration proceedings, if:
 (i)
    
    it notified that other Finance Party of the legal or arbitration proceedings; and(ii)
    
    that other Finance Party had an opportunity to participate in those legal or
arbitration proceedings but did not do so as soon as reasonably practicable having received
notice and did not take separate legal or arbitration proceedings.
 29.
    
    PAYMENT MECHANICS
 29.1
    
    Payments to the Agents
 (a)
    
    On each date on which the Company or a Lender is required to make a payment under a Finance
Document, the Company or that Lender shall make the same available to the Agents (unless a
contrary indication appears in a Finance Document) for value on the due date at the time and
in such funds specified by the Agents as being customary at the time for settlement of
transactions in the relevant currency in the place of payment.(b)
    
    Payment shall be made to such account in London with such bank as the Agents specify.
 48




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##### 



29.2
    
    Distributions by the Agents
  29.3
    
    Distributions to the Company
  29.4
    
    Clawback
 (a)
    
    Where a sum is to be paid to the Agents under the Finance Documents for another Party, the
Agents are not obliged to pay that sum to that other Party (or to enter into or perform any
related exchange contract) until they have been able to establish to their satisfaction that
they have actually received that sum.(b)
    
    If the Agents pay an amount to another Party and it proves to be the case that the Agents had
not actually received that amount, then the Party to whom that amount (or the proceeds of any
related exchange contract) was paid by the Agents shall on demand refund the same to the
Agents together with interest on that amount from the date of payment to the date of receipt
by the Agents, calculated by the Agents to reflect their cost of funds.
 29.5
    
    Partial payments
 (a)
    
    If the Agents receive a payment that is insufficient to discharge all the amounts then due
and payable by the Company under the Finance Documents, the Agents shall apply that payment
towards the obligations of the Company under the Finance Documents in the following order:
 (i)
    
    first, in or towards payment pro rata of any unpaid fees, costs and expenses of the
Agents under the Finance Documents;(ii)
    
    secondly, in or towards payment pro rata of any accrued interest, fee or commission due
but unpaid under this Agreement;(iii)
    
    thirdly, in or towards payment pro rata of any principal due but unpaid under this
Agreement; and(iv)
    
    fourthly, in or towards payment pro rata of any other sum due but unpaid under the
Finance Documents.
 (b)
    
    The Agents shall, if so directed by the Lenders, vary the order set out in paragraphs (a)(ii)
to (iv).(c)
    
    Paragraphs (a) and (b) will override any appropriation made by the Company.
 29.6
    
    No set-off by the Company
 49




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##### 



29.7
    
    Business Days
 (a)
    
    Any payment which is due to be made on a day that is not a Business Day shall be made on the
next Business Day in the same calendar month (if there is one) or the preceding Business Day
(if there is not).(b)
    
    During any extension of the due date for payment of any principal or Unpaid Sum under this
Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the
original due date.30.
    
    SET-OFF
  31.
    
    NOTICES
 31.1
    
    Communications in writing
  31.2
    
    Addresses
  (a)
    
    in the case of the Company:
 Address:
    
    TRM (ATM) Limited1a MeadowbankMaxwell WayCrawley RH10 9SAFax number:
    
    +44 1293 585091Attention:
    
    The Company Secretary
 (b)
    
    in the case of the Agents:
 Address:
    
    GSO Capital Partners280 Park Avenue11th Floor East
 50




---



##### 



New York NY 10017Fax number:
    
    +1 212 503 6921Attention:
    
    Matthew Bass
 (c)
    
    and in the case of each Lender, that notified in writing to the Agents on or prior to the
date on which they become a Party, or any substitute address, fax number or department or
officer as the Party may notify to the Agent (or the Agents may notify to the other Parties,
if a change is made by the Agents) by not less than five Business Days notice.
 31.3
    
    Delivery
 (a)
    
    Any communication or document made or delivered by one person to another under or in
connection with the Finance Documents will only be effective:
 (i)
    
    if by way of fax, when received in legible form; or(ii)
    
    if by way of letter, when it has been left at the relevant address;
  (b)
    
    Any communication or document to be made or delivered to the Agents will be effective only
when actually received by the Agents and then only if it is expressly marked for the attention
of the department or officer identified with the Agents signature below (or any substitute
department or officer as the Agents shall specify for this purpose).(c)
    
    All notices from or to the Company shall be sent through the Agents.
 31.4
    
    Notification of address and fax number
  31.5
    
    Electronic communication
 (a)
    
    Any communication to be made between the Agents and a Lender under or in connection with the
Finance Documents may be made by electronic mail or other electronic means, if the Agents and
the relevant Lender:
 (i)
    
    agree that, unless and until notified to the contrary, this is to be an accepted form
of communication;(ii)
    
    notify each other in writing of their electronic mail address and/or any other
information required to enable the sending and receipt of information by that means; and(iii)
    
    notify each other of any change to their address or any other such information
supplied by them.
 51




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##### 



(b)
    
    Any electronic communication made between the Agents and a Lender will be effective only
when actually received in readable form and in the case of any electronic communication made
by a Lender to the Agents only if it is addressed in such a manner as the Agents shall specify
for this purpose.32.
    
    CALCULATIONS AND CERTIFICATES
 32.1
    
    Accounts
 In any litigation or arbitration proceedings arising out of or in connection with a Finance
Document, the entries made in the accounts maintained by a Finance Party are prima facie
evidence of the matters to which they relate.32.2
    
    Certificates and determinationsAny certification or determination by a Finance Party of a rate or amount under any Finance
Document is, in the absence of manifest error, conclusive evidence of the matters to which
it relates.33.
    
    PARTIAL INVALIDITYIf, at any time, any provision of the Finance Documents is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in any way be
affected or impaired.34.
    
    REMEDIES AND WAIVERSNo failure to exercise, nor any delay in exercising, on the part of any Finance Party, any
right or remedy under the Finance Documents shall operate as a waiver, nor shall any single
or partial exercise of any right or remedy prevent any further or other exercise or the
exercise of any other right or remedy. The rights and remedies provided in this Agreement
are cumulative and not exclusive of any rights or remedies provided by law.35.
    
    AMENDMENTS AND WAIVERS
 35.1
    
    Required consents
 (a)
    
    Any term of the Finance Documents may be amended or waived only with the consent of all of
the Lenders and the Company and any such amendment or waiver will be binding on all Parties.(b)
    
    The Agents may effect, on behalf of any Finance Party, any amendment or waiver permitted by
this clause.36.
    
    COUNTERPARTSEach Finance Document may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of the Finance
Document.37.
    
    GOVERNING LAWThis Agreement is governed by English law.
 52




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##### 



38.
    
    ENFORCEMENT
 38.1
    
    Jurisdiction
 (a)
    
    For the benefit of each Finance Party, the Company agrees that the courts of England are to
have exclusive jurisdiction to settle any dispute arising out of or in connection with this
Agreement (including a dispute regarding the existence, validity or termination of this
Agreement and claims for set-off and counterclaim) (a Dispute) and for such purposes the
Company irrevocably submits to the jurisdiction of the English courts.(b)
    
    The Parties agree that the courts of England are the most appropriate and convenient courts
to settle Disputes and accordingly no Party will argue to the contrary.(c)
    
    A judgment or order in connection with a Finance Document of any court referred to in this
clause 38.1 is conclusive and binding on the Company and may be enforced against it in the
courts of any other jurisdiction.
 This Agreement has been entered into on the date stated at the beginning of this Agreement.
 53




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##### 



SCHEDULE 1
THE ORIGINAL PARTIES
 Part AThe BorrowerName of Borrower
    
    Registration number (or equivalent, if any)TRM (ATM) Limited
    

    3782309
 54




---



##### 



Part BThe Original LenderGSO Luxembourg Onshore Funding SarL
    
    12 Rue Adolphe Fischer, L-1521 Luxembourg
 55




---



##### 



SCHEDULE 2
 CONDITIONS PRECEDENT
 Conditions precedent to Utilisation
 1.
    
    The Company
 (a)
    
    A copy of the Memorandum and Articles of Association of the Company and each of its
Subsidiaries.(b)
    
    A copy of a resolution of the board of directors of the Company:
 (i)
    
    approving the terms of, and the transactions contemplated by, the Finance
Documents to which it is a party and resolving that it execute the Finance Documents to
which it is a party;(ii)
    
    authorising a specified person or persons to execute the Finance Documents to
which it is a party on its behalf; and(iii)
    
    authorising a specified person or persons, on its behalf, to sign and/or
despatch all documents and notices (including the Utilisation Request) to be signed
and/or despatched by it under or in connection with the Finance Documents to which it
is a party.
 (c)
    
    A specimen of the signature of each person authorised by the resolution referred to in
paragraph (b).(d)
    
    A certificate of an authorised signatory of the Company certifying that each copy
document relating to it specified in this Paragraph 1 of Schedule 2 is correct, complete and
in full force and effect as at a date no earlier than the date of this Agreement.(e)
    
    A memorandum of charge ceasing to apply to the Companys property in respect of Debenture
currently granted in favour of Bank of America.
 2.
    
    Legal opinionsA legal opinion of Katten Muchin Rosenman Cornish LLP, legal advisers to the Agents in
England, substantially in the form distributed to the Original Lender prior to signing this
Agreement.3.
    
    Other documents and evidence
  (a)
    
    A copy of any Authorisation or other document, opinion or assurance which the Agents
consider to be necessary or desirable (if it has notified the Company accordingly) in
connection with the entry into and performance of the transactions contemplated by any
Finance Document or for the validity and enforceability of any Finance Document.
 56




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(b)
    
    The Original Financial Statements of the Company.(c)
    
    Evidence that the fees, costs and expenses then due from the Company pursuant to clause
12 (Fees) and clause 17 (Costs and expenses) have been paid or will be paid on the date of
the Agreement.
 57




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##### 



SCHEDULE 3
 UTILISATION REQUEST
     [Company]  [ ] Facility Agreement dated [ ] (the Agreement)
 1.
    
    We refer to the Agreement. This is the Utilisation Request. Terms defined in the Agreement
have the same meaning in this Utilisation Request unless given a different meaning in this
Utilisation Request.2.
    
    We wish to borrow the full amount of the Loan in the sum of £[     ].3.
    
    We confirm that each condition specified in clause 4.2 (Further conditions precedent) is
satisfied on the date of this Utilisation Request.4.
    
    The proceeds of this Loan should be credited to [account].5.
    
    This Utilisation Request is irrevocable.
  
 
 58




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SCHEDULE 4
 MANDATORY COST FORMULAE
 1.
    
    The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of
compliance with (a) the requirements of the Bank of England and/or the Financial Services
Authority (or, in either case, any other authority which replaces all or any of its functions)
or (b) the requirements of the European Central Bank.2.
    
    On the first day of each Interest Period (or as soon as possible thereafter) the Agents shall
calculate, as a percentage rate, a rate (the Additional Cost Rate) for each Lender, in
accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the
Agents as a weighted average of the Lenders Additional Cost Rates (weighted in proportion to
the percentage participation of each Lender in the Loan) and will be expressed as a percentage
rate per annum.3.
    
    The Additional Cost Rate for any Lender lending from a Facility Office in a Participating
Member State will be the percentage notified by that Lender to the Agents. This percentage
will be certified by that Lender in its notice to the Agents to be its reasonable
determination of the cost (expressed as a percentage of that Lenders participation in the
Loan made from that Facility Office) of complying with the minimum reserve requirements of the
European Central Bank in respect of loans made from that Facility Office.4.
    
    The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom
will be calculated by the Agents as follows:
 
  A
    
    is the percentage of Eligible Liabilities (assuming these to be
in excess of any stated minimum) which that Lender is from time to time
required to maintain as an interest free cash ratio deposit with the Bank of
England to comply with cash ratio requirements.B
    
    is the percentage rate of interest (excluding the Margin and
the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of
interest specified in paragraph (a) of clause 9.3 (Default interest)) payable
for the relevant Interest Period on the Loan.C
    
    is the percentage (if any) of Eligible Liabilities which that
Lender is required from time to time to maintain as interest bearing Special
Deposits with the Bank of England.D
    
    is the percentage rate per annum payable by the Bank of England
to the Agents on interest bearing Special Deposits.
 59




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##### 



E
    
    is designed to compensate Lenders for amounts payable under the
Fees Rules and is calculated by the Agents as being the average of the most
recent rates of charge and expressed in pounds per £1,000,000.
 5.
    
    For the purposes of this Schedule:
 (a)
    
    Eligible Liabilitiesand Special Depositshave the meanings given to them from
time to time under or pursuant to the Bank of England Act 1998 or (as may be
appropriate) by the Bank of England;(b)
    
    Fees Rulesmeans the rules on periodic fees contained in the FSA Supervision
Manual or such other law or regulation as may be in force from time to time in respect
of the payment of fees for the acceptance of deposits;(c)
    
    Fee Tariffsmeans the fee tariffs specified in the Fees Rules under the
activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
required pursuant to the Fees Rules but taking into account any applicable discount
rate); and(d)
    
    Tariff Basehas the meaning given to it in, and will be calculated in
accordance with, the Fees Rules.
 6.
    
    In application of the above formulae, A, B, C and D will be included in the formulae as
percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A
negative result obtained by subtracting D from B shall be taken as zero. The resulting
figures shall be rounded to four decimal places.7.
    
    Each Lender shall supply any information required by the Agents for the purpose of
calculating its Additional Cost Rate. In particular, but without limitation, each Lender
shall supply the following information on or prior to the date on which it becomes a Lender:
 (a)
    
    the jurisdiction of its Facility Office; and(b)
    
    any other information that the Agents may reasonably require for such purpose.
 Each Lender shall promptly notify the Agents of any change to the information provided by it
pursuant to this paragraph.8.
    
    The percentages of each Lender for the purpose of A and C above shall be determined by the
Agents based upon the information supplied to it pursuant to paragraph 7 above and on the
assumption that, unless a Lender notifies the Agents to the contrary, each Lenders
obligations in relation to cash ratio deposits and Special Deposits are the same as those of a
typical bank from its jurisdiction of incorporation with a Facility Office in the same
jurisdiction as its Facility Office.9.
    
    The Agents shall have no liability to any person if such determination results in an
Additional Cost Rate which over or under compensates any Lender and shall be entitled to
assume that the information provided by any Lender pursuant to paragraphs 3 and 7 is true and
correct in all respects.
 60




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10.
    
    The Agents shall distribute the additional amounts received as a result of the Mandatory Cost
to the Lenders on the basis of the Additional Cost Rate for each Lender based on the
information provided by each Lender pursuant to paragraphs 3 and 7.11.
    
    Any determination by the Agents pursuant to this Schedule in relation to a formula, the
Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the
absence of manifest error, be conclusive and binding on all Parties.12.
    
    The Agents may from time to time, after consultation with the Company and the Lenders,
determine and notify to all Parties any amendments which are required to be made to this
Schedule in order to comply with any change in law, regulation or any requirements from time
to time imposed by the Bank of England, the Financial Services Authority or the European
Central Bank (or, in any case, any other authority which replaces all or any of its functions)
and any such determination shall, in the absence of manifest error, be conclusive and binding
on all Parties.
 61




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SCHEDULE 5
 FORM OF TRANSFER CERTIFICATES
 Part A
  Existing Lender New Lender
  [Company]  [ ] Facility Agreement dated [ ] (the Agreement)
 1.
    
    We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement
have the same meaning in this Transfer Certificate unless given a different meaning in this
Transfer Certificate.2.
    
    We refer to clause 24.5 (Procedure for transfer).
 (a)
    
    The Existing Lender and the New Lender agree to the Existing Lender
transferring to the New Lender by novation all or part of the Existing Lenders
Commitment, rights and obligations referred to in the Schedule in accordance with
clause 24.5 (Procedure for transfer).(b)
    
    The proposed Transfer Date is [               ].(c)
    
    The Facility Office and address, fax number and attention details for notices
of the New Lender for the purposes of clause 31.2 (Addresses) are set out in the
Schedule.
 3.
    
    The New Lender expressly acknowledges the limitations on the Existing Lenders obligations
set out in paragraph (c) of clause 24.4 (Limitation of responsibility of Existing Lenders).4.
    
    The New Lender confirms that the person beneficially entitled to interest payable to that
Lender in respect of an advance under a Finance Document is either:
 (a)
    
    a company resident in the United Kingdom for United Kingdom tax purposes;(b)
    
    a partnership each member of which is:
 (i)
    
    a company so resident in the United Kingdom; or(ii)
    
    a company not so resident in the United Kingdom which carries
on a trade in the United Kingdom through a permanent establishment and which
brings into account in computing its chargeable profits (for the purposes of
section 11(2) of the Taxes Act) the whole of any share of interest payable in
respect of that advance that falls to it by reason of sections 114 and 115 of
the Taxes Act.]
 (c)
    
    a company not so resident in the United Kingdom which carries on a trade in the
United Kingdom through a permanent establishment and which brings into account interest
 62




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##### 



payable in respect of that advance in computing the chargeable profits (for the
purposes of section 11(2) of the Taxes Act) of that company.]
 [4/5.]
    
    This Transfer Certificate may be executed in any number of
counterparts and this has the same effect as if the signatures on
the counterparts were on a single copy of this Transfer
Certificate.[5/6.]
    
    This Transfer Certificate is governed by English law.
 THE SCHEDULE
 Commitment/rights and obligations to be transferred
   [Existing Lender]
    
    [New Lender]By:
    
    By:
       63




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##### 



Part B
 LMA Transfer Certificate (PAR)
 BANK:
 DATE:
 TRANSFEREE:
 Sale Agreement
  (a)
    
    the Sale Agreement and the terms and conditions incorporated in the Sale Agreement;(b)
    
    the terms and conditions annexed hereto; and(c)
    
    the schedule annexed hereto,
  The Bank
    
    The Transferee[   ]
    
    [   ]By:
    
    By:
 64




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##### 



THE SCHEDULE
 Credit Agreement DetailsBorrower(s)Credit Agreement DatedAgent BankSecurity
    
    o No o Yes (specify)Total Facility AmountGoverning LawAdditional InformationTransfer DetailsName of Tranche FacilityNature (Revolving,
Term, Acceptances
Guarantee/Letter of
Credit, Other)Final Maturity:Participation TransferredCommitment transferred1Drawn Amount
(details below)1Undrawn Amount 1Settlement DateDetails of outstanding Credits1Specify in respect of each CreditTransferred Portion (amount)Tranche/FacilityNature
    
    o Term o Revolver o Acceptance
    
    o Guarantee/Letter of Credito Other (specify
 5oo Details of other Credits are set out on the attached sheet
 Administration DetailsBanks Receiving AccountTransferees Receiving Account
 AddressesBank
    
    Transferee[  ]
    
    [  ]Telephone
    
    TelephoneFacsimile
    
    Facsimile
 
 1
    
    As at the date of the Transfer Certificate 65




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##### 



Telex
    
    TelexAttn/Ref
    
    Attn/Ref
 TERMS AND CONDITIONS
 Transfer Certificate
 1.
    
    InterpretationIn these Terms and Conditions words and expressions shall (unless otherwise expressly
defined herein) bear the meaning given to them in the Transfer Certificate, the Credit
Agreement or the Sale Agreement.2.
    
    TransferThe Bank requests the Transferee to accept and procure the transfer by novation of all or a
part (as applicable) of such participation of the Bank under the Credit Agreement as is set
out in the relevant part of the Transfer Certificate under the heading Participation
Transferred (the Purchased Assets) by counter-signing and delivering the Transfer
Certificate to the Agent at its address for the service of notice specified in the Credit
Agreement. On the Transfer Date the Transferee shall pay to the Bank the Settlement Amount
as specified in the pricing letter between the Bank and the Transferee dated the date of the
Transfer Certificate (adjusted, if applicable, in accordance with the Sale Agreement) and
completion of the transfer will take place.3.
    
    Effectiveness of TransferThe Transferee hereby requests the Agent to accept the Transfer Certificate as being
delivered to the Agent pursuant to and for the purposes of the Credit Agreement so as to
take effect in accordance with the terms of the Credit Agreement on the Transfer Date or on
such later date as may be determined in accordance with the terms thereof.4.
    
    Transferees UndertakingThe Transferee hereby undertakes with the Agent and the Bank and each of the other parties
to the Credit Documentation that it will perform in accordance with its terms all those
obligations which by the terms thereof will be assumed by it after delivery of the Transfer
Certificate to the Agent and satisfaction of the conditions (if any) subject to which the
Transfer Certificate is to take effect.5.
    
    Payments5.1
    
    PlaceAll payments by either party to the other under the Transfer Certificate shall be made to
the Receiving Account of that other party. Each party may designate a different account as
its Receiving Account for payment by giving the other not less than five Business Days
notice before the due date for payment.5.2
    
    Funds
 66




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##### 



Payments under the Transfer Certificate shall be made in the currency in which the amount is
denominated for value on the due date at such times and in such funds as are customary at
the time for settlement of transactions in that currency.6.
    
    Transferees Tax ConfirmationThe Transferee confirms that the person beneficially entitled to interest payable to the
Transferee in its capacity as Lender in respect of an advance under a Finance Document is
either:
 (a)
    
    a company resident in the United Kingdom, or a partnership each member of which
is a company resident in the United Kingdom, for United Kingdom tax purposes; or(b)
    
    a company not so resident in the United Kingdom which carries on a trade in the
United Kingdom through a branch or agency and interest payable in respect of an advance
under a Finance Document falls to be brought into account in computing the chargeable
profits of that company for the purposes of section 11(2) of the Taxes Act.
 7.
    
    The AgentThe Agent shall not be required to concern itself with the Sale Agreement and may rely on
the Transfer Certificate without taking account of the provisions of such agreement.8.
    
    Assignment of RightsThe Transfer Certificate shall be binding upon and enure to the benefit of each party and
its successors and permitted assigns provided that neither party may assign or transfer its
rights thereunder without the prior written consent of the other party.9.
    
    Third Party RightsA person who is not a party to the Transfer Certificate has no rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of the
Transfer Certificate.10.
    
    Governing Law and JurisdictionThe Transfer Certificate (including, without limitation, these Terms and Conditions) shall
be governed by and construed in accordance with the laws of England, and the parties submit
to the non-exclusive jurisdiction of the English courts.Each party irrevocably appoints the person described as process agent (if any) specified in
the Sale Agreement to receive on its behalf service of any action, suit or other proceedings
in connection with the Transfer Certificate. If any person appointed as process agent
ceases to act for any reason the appointing party shall notify the other party and shall
promptly appoint another person incorporated within England and Wales to act as its process
agent.
 67




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##### 



SCHEDULE 6
 FORM OF COMPLIANCE CERTIFICATE
  [Responsible Officer] [Title] th
 TRM GROUP
 o o
 [ has ] [ has not ]
 2 [, except as set forth below ]
  
 2
    
    Methodology to calculate (12) consecutive month period
financial information: (1) Quarter Ended June 30, 2006: Six (6) Month period
ended June 30, 2006 multiplied by two; (2) Quarter Ended September 30, 2006:
Nine (9) Month period ended September 30, 2006 multiplied by four-thirds (4/3);
(3) Quarter Ended December 31, 2006 and all periods thereafter: Twelve (12)
Month period. 68




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##### 



[, except as set forth
below. ]
 [ Except as set forth below, ]
 
 TRM (ATM) LIMITEDBy:Name:Title:
 69




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##### 



SCHEDULE 7
 FORM OF LMA CONFIDENTIALITY UNDERTAKING
 [Letterhead of Agents]


[insert name of Potential Lender]




The Facility
 Borrower:
 Amount:
 Agent:






1.
    
    Confidentiality UndertakingYou undertake:


(a)
    
    to keep the Confidential Information confidential and not to disclose it to
anyone except as provided for by paragraph 2 and to ensure that the Confidential
Information is protected with security measures and a degree of care that would apply
to your own confidential information;(b)
    
    to keep confidential and not disclose to anyone the fact that the Confidential
Information has been made available or that discussions or negotiations are taking
place or have taken place between us in connection with the Facility;(c)
    
    to use the Confidential Information only for the Permitted Purpose;(d)
    
    to use all reasonable endeavours to ensure that any person to whom you pass any
Confidential Information (unless disclosed under paragraph 2(b)) acknowledges and
complies with the provisions of this letter as if that person were also a party to it;
and(e)
    
    not to make enquiries of the Company and each of its Subsidiaries or any of
their officers, directors, employees or professional advisers relating directly or
indirectly to the Facility.


70



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##### 



2.
    
    Permitted DisclosureWe agree that you may disclose Confidential Information:
 (a)
    
    to members of the Participant Group and their officers, directors, employees
and professional advisers to the extent necessary for the Permitted Purpose and to any
auditors of members of the Participant Group;(b)
    
    (i) where requested or required by any court of competent jurisdiction or any
competent judicial, governmental, supervisory or regulatory body, (ii) where required
by the rules of any stock exchange on which the shares or other securities of any
member of the Participant Group are listed or (iii) where required by the laws or
regulations of any country with jurisdiction over the affairs of any member of the
Participant Group; or(c)
    
    with the prior written consent of us and the Company.
 3.
    
    Notification of Required or Unauthorised DisclosureYou agree (to the extent permitted by law) to inform us of the full circumstances of any
disclosure under paragraph 2(b) or upon becoming aware that Confidential Information has
been disclosed in breach of this letter.
 4.
    
    Return of CopiesIf we so request in writing, you shall return all Confidential Information supplied to you
by us and destroy or permanently erase all copies of Confidential Information made by you
and use all reasonable endeavours to ensure that anyone to whom you have supplied any
Confidential Information destroys or permanently erases such Confidential Information and
any copies made by them, in each case save to the extent that you or the recipients are
required to retain any such Confidential Information by any applicable law, rule or
regulation or by any competent judicial, governmental, supervisory or regulatory body or in
accordance with internal policy, or where the Confidential Information has been disclosed
under paragraph 2(b).5.
    
    Continuing ObligationsThe obligations in this letter are continuing and, in particular, shall survive the
termination of any discussions or negotiations between you and us. Notwithstanding the
previous sentence, the obligations in this letter shall cease (a) if you become a party to
or otherwise acquire (by assignment or sub participation) an interest, direct or indirect in
the Facility or (b) twelve months after you have returned all Confidential Information
supplied to you by us and destroyed or permanently erased all copies of Confidential
Information made by you (other than any such Confidential Information or copies which have
been disclosed under paragraph 2 (other than sub-paragraph 22(a)) or which, pursuant to
paragraph 4, are not required to be returned or destroyed).6.
    
    No Representation; Consequences of Breach, etcYou acknowledge and agree that:
 (a)
    
    neither we nor any of our officers, employees or advisers (each a Relevant
Person) (i) make any representation or warranty, express or implied, as to, or assume
any responsibility for, the accuracy, reliability or completeness of any of the
Confidential
 71




---



##### 



Information or any other information supplied by us or the Company or the
assumptions on which it is based or (ii) shall be under any obligation to update or
correct any inaccuracy in the Confidential Information or any other information
supplied by us or the Company or be otherwise liable to you or any other person in
respect to the Confidential Information or any such information; and
 (b)
    
    we or the Company may be irreparably harmed by the breach of the terms of this
letter and damages may not be an adequate remedy; each Relevant Person or the Company
may be granted an injunction or specific performance for any threatened or actual
breach of the provisions of this letter by you.
 7.
    
    No Waiver; Amendments, etcThis letter sets out the full extent of your obligations of confidentiality owed to us in
relation to the information the subject of this letter. No failure or delay in exercising
any right, power or privilege under this letter will operate as a waiver thereof nor will
any single or partial exercise of any right, power or privilege preclude any further
exercise thereof or the exercise of any other right, power or privileges under this letter.
The terms of this letter and your obligations under this letter may only be amended or
modified by written agreement between us.8.
    
    Inside InformationYou acknowledge that some or all of the Confidential Information is or may be
price-sensitive information and that the use of such information may be regulated or
prohibited by applicable legislation relating to insider dealing and you undertake not to
use any Confidential Information for any unlawful purpose.9.
    
    Nature of UndertakingsThe undertakings given by you under this letter are given to us and (without implying any
fiduciary obligations on our part) are also given for the benefit of the Company.10.
    
    Third party rights
 (a)
    
    Subject to paragraph 6 and paragraph 9 the terms of this letter may be enforced
and relied upon only by you and us and the operation of the Contracts (Rights of Third
Parties) Act 1999 is excluded.(b)
    
    Notwithstanding any provisions of this letter, the parties to this letter do
not require the consent of any Relevant Person or the Company to rescind or vary this
letter at any time.
 11.
    
    Governing Law and JurisdictionThis letter (including the agreement constituted by your acknowledgement of its terms) shall
be governed by and construed in accordance with the laws of England and the parties submit
to the non-exclusive jurisdiction of the English courts.12.
    
    DefinitionsIn this letter (including the acknowledgement set out below):
 72




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##### 



Confidential Informationmeans any information relating to the Company and the Facility
and includes information given orally and any document, electronic file or any other way of
representing or recording information which contains or is derived or copied from such
information but excludes information that (a) is or becomes public knowledge other than as a
direct or indirect result of any breach of this letter or (b) is known by you before the
date the information is disclosed to you by us or any of our affiliates or advisers or is
lawfully obtained by you after that date, other than from a source which is connected with
the Company or any of its Subsidiaries and which, in either case, as far as you are aware,
has not been obtained in violation of, and is not otherwise subject to, any obligation of
confidentiality;Participant Groupmeans you, each of your holding companies and subsidiaries and each
subsidiary of each of your holding companies (as each such term is defined in the Companies
Act 1985); andPermitted Purposemeans considering and evaluating whether to enter into the Facility.
   
 
  
 73




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##### 



SCHEDULE 8
 EXISTING INDEBTEDNESS
 th
 th
 74




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##### 



SCHEDULE 9
 MATERIAL CONTRACTS
 st
 75




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##### 



SIGNATORIES
 The Company
TRM (ATM) LIMITED
 The Facility Agent
GSO LUXEMBOURG ONSHORE FUNDING SarL
 The Security Agent
GSO LUXEMBOURG ONSHORE FUNDING SarL
 The Original Lender
GSO LUXEMBOURG ONSHORE FUNDING SarL
 76