Exhibit 10.12(a)
 
 For the Attention of
 BY FAX AND BY AIRMAIL
   Re:
    
    Amended and Restated Settlement Agreement  Sale and Purchase Agreement dated 24 January 2007
between (1) TRM Corporation (TRM Corp) and (2) Notemachine Limited (Notemachine) relating
to the sale and purchase of the entire issued share capital of TRM (ATM) Limited (TRM
Limited) (the Sale Agreement) and Tax Deed dated 24 January 2007 between TRM Corp and
Notemachine (the Tax Deed)
  1.
    
    Notemachine acquired the entire issued share capital of TRM Limited on 24 January 2007.
 2.
    
    By letter dated 22 February 2007 Notemachine notified TRM of matters giving rise to or
potentially giving rise to Warranty Claims under the Agreement by Notemachine against TRM (the
22 February Letter).
 3.
    
    By letter dated 20 March 2007 Notemachine notified TRM of further matters giving rise or
potentially giving rise to warranty claims under the Agreement or claims under the Tax Deed by
Notemachine against TRM (the 20 March Letter).
 4.
    
    The draft Completion Accounts were prepared in accordance with clause 4.1 of the Agreement.
TRM Corp notified Notemachine on 26 April 2007 that it did not accept the draft Completion
Accounts. Notemachine considers that an adjustment of £4,211,216 in




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its favour should be made in the Completion Accounts (the Completion Accounts Claim).5.
    
    Notemachine and TRM Corp (together the Parties) have now agreed, without admission of
liability, and as set out herein the terms of a full and final settlement of:
 (a)
    
    the Completion Accounts as defined in the Agreement and all and any associated
rights, liabilities and obligations; and(b)
    
    all claims and potential claims of whatever kind (including in respect of
interest and costs), present or future, whether or not presently known or contemplated,
and even if the availability of the claims arises from or is affected by any change in
the law or other change of circumstance of any sort, which either Party has or may have
against the other Party in each case in relation to or arising out of or in connection
with, whether directly or indirectly the matters raised in the 22 February Letter, the
20 March Letter and/or the Completion Accounts Claim (together the Settled Claims).
 6.
    
    Defined terms in this Agreement shall have the same meaning as in the Sale Agreement.
 Settlement Terms
 7.
    
    In consideration of the mutual covenants contained herein, the Parties agree that in full and
final settlement of the Settled Claims:
 (a)
    
    TRM Corp shall pay to Notemachine the sum of £3,250,000. In order to satisfy
this liability TRM Corp will make the following payments via electronic transfer to the
account detailed at clause 17 (the Account):
 (i)
    
    Notemachine acknowledges that, up to the date of this
Agreement, TRM Corp has paid £1,334,048.13 to Notemachine in respect of the
Settled Claims.(ii)
    
    TRM Corp shall pay £506,098.49 plus interest on that sum of
£3,535.76 to Notemachine upon consummation of the Lampe II Facility, leaving a
balance of £1,409,853.38 outstanding.(iii)
    
    TRM Corp shall, unless full early repayment is made, continue
to make monthly payments of £71,211.84 on the first of each month until the
outstanding balance has been repaid, including accrued interest at a compound
interest rate of 15% per annum as shown in the attached Schedule 1.(iv)
    
    In the event that TRM Corp at any time has accumulated surplus
cash of $6,500,000 over and above the normal working capital requirements of
the




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business, TRM Corp shall, within 30 days, pay Notemachine the lesser of (A)
$1,000,000 or (B) the remaining balance hereunder.
 (b)
    
    Notemachine hereby acknowledges, agrees and consents to TRM Corps use of the
proceeds of the Lampe II Facility to:
 (i)
    
    repay the outstanding indebtedness under the Securities
Purchase Agreement dated as of February 8, 2008 among TRM Corp, the lenders
party thereto, and Lampe, Conway & Co., Inc.,(ii)
    
    repay the outstanding indebtedness under the Amended and
Restated Second Lien Loan Agreement dated as of November 20, 2006, as amended,
among the TRM Corp, TRM ATM, TRM Copy Centers, the guarantors identified
therein, Wells Fargo Foothill, Inc. and the other lenders identified therein
(the GSO Credit Facility),(iii)
    
    pay the amount set forth in clause 7(a)(ii) above,(iv)
    
    pay $4,250,000 as partial consideration for all of the
outstanding capital stock of LJR Consulting Corp., and(v)
    
    pay eFunds Corporation $2,500,000.
 (c)
    
    In the event that TRM Corp secures a sufficient refinancing (including the
receipt of funds either from securing third party debt or an equity subscription into
the business, but excluding (x) the Lampe II Facility, (y) any working capital facility
in the original principal amount of up to $2,000,000 as permitted by the Lampe II
Facility and (z) any vault cash facility) at any point prior to repayment of all
amounts due to Notemachine hereunder, the entire principal sum still outstanding
pursuant to clause 7(a) (as shown in the final column of Schedule 1) shall become
immediately payable to Notemachine and TRM Corp hereby confirms that it shall use the
proceeds of any such refinancing to first repay all prior or superior liens (including
the amounts owed under the Lampe II Facility) and then pay the outstanding principal
sum to Notemachine before any other use is made of such proceeds. Any refinancing will
only be sufficient for these purposes if it is such that it enables TRM Corp to repay
all such prior or superior liens and the entire principal sum then outstanding pursuant
to clause 7(a). In the event that TRM Corp secures a refinancing (as described above)
which is sufficient to repay all prior or superior liens and some but not all of the
outstanding principal sum due to Notemachine under this Agreement, it will use the sums
obtained from the refinancing remaining once all prior or superior liens have been paid
to immediately pay Notemachine such proportion of the principal sum due pursuant to
clause 7(a) as can be paid with the remaining refinancing monies, and such sum as is
then outstanding shall be payable at the same monthly rate set out in clause 7(a)(iii).
TRM Corp confirms:




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(i)
    
    that it will inform any prospective source of finance of this
obligation;(ii)
    
    that it will notify Notemachine of any successful refinancing
immediately upon execution of the documentation setting out the terms of the
refinancing; and(iii)
    
    that it will not without the prior written consent of
Notemachine (such consent to be granted or withheld at the sole discretion of
Notemachine) create, agree or allow to be created any charge or lien over any
or all of its assets, save that Notemachine agrees that TRM Corp shall be
entitled to create a charge over its assets (y) in favour of the Purchasers and
the Administrative Agent in connection with the Lampe II Facility or (z) for
the purposes of a refinancing, and Notemachine shall not object to the creation
of such a charge.
 (d)
    
    TRM Corp confirms that it has granted a charge over its assets in favour of the
Purchasers and the Administrative Agent under the Lampe II Facility (the Lampe
Charge). TRM Corp agrees that it will inform Notemachine in the event that the Lampe
Charge is discharged.(e)
    
    TRM Corp will upon the effectiveness of this Agreement grant a second charge
(for the avoidance of doubt, ranking only behind the Lampe Charge) in favour of
Notemachine over the assets of TRM Corp in the form of the draft attached at Appendix A
to this Agreement.(f)
    
    Notemachine agrees to discharge any charge granted to it by TRM Corp without
delay upon receipt of all payments due under clause 7 and upon receipt of its
reasonable costs of applying to discharge the charge.
 8.
    
    Notemachine hereby agrees that until the Lampe II Facility has been indefeasibly paid in full
in cash, and notwithstanding anything to the contrary set forth in this Agreement or any other
agreement related hereto, all rights of payment or enforcement in favor of Notemachine under
this Agreement and all other obligations of TRM Corp to Notemachine under this Agreement,
shall in all respects be, and effective immediately hereby are, subject, subordinate, and
junior, in right of payment and enforcement, to the prior indefeasible payment of the Lampe II
Facility in full in cash; provided, however, that so long as no Event of Default (as defined
in the Secured Securities Purchase Agreement) has occurred and is continuing, Notemachine will
receive payments from TRM Corp in accordance with clause 7 of this Agreement, save that in the
event that an Event of Default continues for more that 90 days consecutively, TRM Corp shall
recommence payments to Notemachine in accordance with clause 7 and Events of Default shall not
prevent TRM Corp from making payments for more than an aggregate of 180 days during the life
of this Agreement.. Notemachine hereby further agree that the collateral securing the
indebtedness of TRM Corp in favour of Notemachine shall in no event cover any collateral other
than the properties and assets of TRM Corp that comprise




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Agreement from accepting or receiving, directly or indirectly, any payment (whether or
principal or interest) or other distribution on account of Notemachine for more that 90 days
consecutively or 180 days during the term of this Agreement.9.
    
    TRM Corp and Notemachine agree that if any instalment payable pursuant to clause 7 above is
not received in cleared funds into the Account by the relevant due date, or if the charge in
favour of Notemachine is not granted as contemplated, this will not affect the full and final
nature of the Settlement recorded herein and Notemachine will only be entitled to enforce this
Agreement to immediately recover the entire outstanding balance of the Settlement Amount by
whatever legal process it considers appropriate.
 10.
    
    The Parties agree that payment pursuant to clause 7 is to be made by electronic transfer to
the Account on or before the relevant date.
 11.
    
    Each Party irrevocably and unconditionally releases and waives entirely as against the other
Party all and any claims, complaints or causes of action it has or may have in relation to the
Settled Claims irrespective of whether such claim, complaint or cause of action is actual,
known or unknown, suspected, intimated or otherwise.
 12.
    
    The Parties agree that in the event the occurrence of an Insolvency Event prior to April
2010, the sum of £3,250,000 (or such other sum payable pursuant to clause 7 as remains
outstanding to Notemachine) shall constitute a liquidated debt of £3,250,000 (or such other
sum payable pursuant to clause 7 as remains outstanding to Notemachine) payable by TRM Corp to
Notemachine, so far as permitted by the laws of the state of Oregon.
 13.
    
    For the avoidance of doubt Notemachine will meet any tax liability of Notemachine incurred by
it in respect of the payments provided for herein.
 14.
    
    This Agreement supersedes any previous written or oral agreement between the Parties in
relation to the matters dealt with in this letter and contains the whole agreement between the
Parties relating to the subject matter of this Agreement at the date hereof.
 15.
    
    If any provision of this Agreement shall be found by any court or administrative body of
competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability
shall not effect the other provisions of this Agreement which shall remain in full force and
effect.
 16.
    
    The terms of this Agreement and the existence and substance of this dispute are confidential
to the Parties and may not be disclosed to any third party without the other partys consent
save for under compulsion of law or in accordance with a regulatory requirement or where any
such disclosure is made in confidence to that partys legal or other professional agent.
 17.
    
    This Agreement shall be governed by and construed in accordance with the law of England and
Wales and the Parties hereby submit to the exclusive jurisdiction of the




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Courts of England and Wales in relation to any dispute arising out of the terms of this
letter.18.
    
    Notemachine bank account details:
 Account name:
    
    Note Machine LTD, Barclays Plc, 1 Churchill Place, London E14 5HPIBAN:
    
    XXXXXXXXXXXXXXXXXXXXXXSWIFTBIC:
    
    XXXXXXXXAccount No:
    
    XXXXXXXXSort Code:
    
    XX-XX-XX
 19.
    
    Please confirm that you agree to the terms of this Agreement by signing it on behalf of TRM
Corp and returning it to Notemachine.
   Notemachine Limited
 /s/ Richard Stern

For and on behalf of TRM Corporation




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Schedules (1)
   
 (1)
    
    Pursuant to Regulation S-K Item 601(b)(2), the
Company agrees to furnish supplementally a copy of any omitted schedule to the
Securities and Exchange Commission upon request.