exv10w1



 





Exhibit 10.1




TRM Corporation Inc

1521 Locust Street

Suite 200

Philadelphia

PA19102

USA




For the Attention of: Richard Stern




BY FAX AND BY AIRMAIL




Date

20 November 2007




Dear Sirs





	Re:	 	Sale and Purchase Agreement dated 24 January 2007 between (1) TRM Corporation Inc. (“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 “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 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 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)	 	TRM Corp shall immediately upon signature of this agreement pay
£500,000 to Notemachine, and release the remaining escrow funds of £70,733,
leaving a principal balance outstanding of £2,679,267.
	 
	 	(ii)	 	TRM Corp shall pay the sum of £33,490 to Notemachine on 1
December 2007, such payment representing interest at 15% per annum on the
principal sum outstanding.
	 
	 	(iii)	 	TRM Corp shall pay £625,000 of principal to Notemachine on 1
January 2008 leaving a principal balance outstanding of £2,054,267.
	 
	 	(iv)	 	TRM Corp shall, unless full or partial early repayment is made,
make 36 (thirty six) monthly payments of £71,211.84 on the first of each month
commencing on 1 February 2008 (finishing on 1 January 2011). These payments
represent a straight line amortisation of the remaining debt (following the
payments of the sums set out at (i) and (iii) above) at a compound interest
rate of 15% per annum as shown in the attached Schedule 1.






	 	(b)	 	In the event that TRM Corp secures a sufficient refinancing (including but not
limited to the receipt of funds either from securing third party debt or an equity
subscription into the business) at any point prior to 1 January 2011, 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, but not restricted to, the GSO Principal Note) 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 defined 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)(iv). TRM Corp confirms:






	 	(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 for the purposes of a refinancing
and Notemachine shall not object to the creation of such a charge.






	 	(c)	 	TRM Corp confirms that it has granted a charge over its assets in favour of GSO
Capital Partners LP (the “GSO Charge”). TRM Corp agrees that it will inform
Notemachine in the event that the GSO Charge is discharged. Notemachine agrees and
acknowledges that the GSO Charge is only likely to be discharged in the event of a
refinancing as contemplated in 7(b) above. Notemachine further agrees and acknowledges
that it is likely that any such refinancing will involve the creation of a first charge
in favour of the finance provider and Notemachine consents to the creation of such a
charge. Within 28 days of the discharge of the GSO Charge, TRM Corp will grant (or in
the event that the consent of any third party which has provided finance is required
will use its best endeavours to grant) Notemachine a second charge over its assets in
substantially the same form as the GSO Charge save that such charge shall be for the
entirety of the sum outstanding due to Notemachine at the date of the discharge of the
GSO Charge.
	 
	 	(d)	 	Notemachine agrees to discharge any charge granted to it by TRM 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.	 	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.






	9.	 	The Parties agree that payment pursuant to clause 7 is to be made by electronic transfer to
the Notemachine account detailed below on or before the relevant date.
	 
	10.	 	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.
	 
	11.	 	The Parties agree that in the event that TRM Corp enters into any insolvency process or
arrangement with its creditors, either voluntary or involuntary (including for the avoidance
of doubt filing for Chapter 11 bankruptcy protection), prior to 1 January 2011, 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.
	 
	12.	 	For the avoidance of doubt Notemachine will meet any tax liability of Notemachine incurred by
it in respect of the payments provided for herein.
	 
	13.	 	This letter 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.
	 
	14.	 	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.
	 
	15.	 	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.
	 
	16.	 	This letter 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 Courts of
England and Wales in relation to any dispute arising out of the terms of this letter.
	 
	17.	 	Notemachine bank account details:





	 	 	 	 	 
	 

	 	Account name:
	 	Note Machine LTD, Barclays Plc, 1 Churchill Place, London E14 5HP
	 
	 	 	 	 
	 

	 	IBAN:
	 	XXXXXXXXXXXXXXXXXXXXXX






 









 





	 	 	 	 	 
	 

	 	SWIFTBIC:
	 	XXXXXXXX
	 
	 	 	 	 
	 

	 	Account No:
	 	XXXXXXXX
	 
	 	 	 	 
	 

	 	Sort Code:
	 	XX-XX-XX







	18.	 	Please confirm that you agree to the terms of this letter by signing it on behalf of TRM Corp
and returning it to Notemachine.





Yours faithfully




	 	 	 
	 
	 	 
	Notemachine Limited

	 	 
	 
	 	 
	/s/ Peter McNamara
 
 For
and on behalf of TRM Corporation
	 	 
	 
	 	 
	/s/ Richard B. Stern
	 	 







 












 





SCHEDULE 1




TRM CORPORATION

36 MONTH AMORTIZATION SCHEDULE AT 15% INTEREST




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	pmt#	 	date	 	 	beg bal	 	 	pmt	 	 	principal	 	 	int	 	 	end bal	 
	1
	 	 	2/1/2008	 	 	£	2,054,267.00	 	 	£	71,211.84	 	 	£	45,533.50	 	 	£	25,678.34	 	 	£	2,008,733.50	 
	2
	 	 	3/1/2008	 	 	 	2,008,733.50	 	 	 	71,211.84	 	 	 	46,102.67	 	 	 	25,109.17	 	 	 	1,962,630.83	 
	3
	 	 	4/1/2008	 	 	 	1,962,630.83	 	 	 	71,211.84	 	 	 	46,678.95	 	 	 	24,532.89	 	 	 	1,915,951.87	 
	4
	 	 	5/1/2008	 	 	 	1,915,951.87	 	 	 	71,211.84	 	 	 	47,262.44	 	 	 	23,949.40	 	 	 	1,868,689.43	 
	5
	 	 	6/1/2008	 	 	 	1,868,689.43	 	 	 	71,211.84	 	 	 	47,853.22	 	 	 	23,358.62	 	 	 	1,820,836.21	 
	6
	 	 	7/1/2008	 	 	 	1,820,836.21	 	 	 	71,211.84	 	 	 	48,451.39	 	 	 	22,760.45	 	 	 	1,772,384.82	 
	7
	 	 	8/1/2008	 	 	 	1,772,384.82	 	 	 	71,211.84	 	 	 	49,057.03	 	 	 	22,154.81	 	 	 	1,723,327.79	 
	8
	 	 	9/1/2008	 	 	 	1,723,327.79	 	 	 	71,211.84	 	 	 	49,670.24	 	 	 	21,541.60	 	 	 	1,673,657.55	 
	9
	 	 	10/1/2008	 	 	 	1,673,657.55	 	 	 	71,211.84	 	 	 	50,291.12	 	 	 	20,920.72	 	 	 	1,623,366.43	 
	10
	 	 	11/1/2008	 	 	 	1,623,366.43	 	 	 	71,211.84	 	 	 	50,919.76	 	 	 	20,292.08	 	 	 	1,572,446.67	 
	11
	 	 	12/1/2008	 	 	 	1,572,446.67	 	 	 	71,211.84	 	 	 	51,556.26	 	 	 	19,655.58	 	 	 	1,520,890.41	 
	12
	 	 	1/1/2009	 	 	 	1,520,890.41	 	 	 	71,211.84	 	 	 	52,200.71	 	 	 	19,011.13	 	 	 	1,468,689.70	 
	13
	 	 	2/1/2009	 	 	 	1,468,689.70	 	 	 	71,211.84	 	 	 	52,853.22	 	 	 	18,358.62	 	 	 	1,415,836.48	 
	14
	 	 	3/1/2009	 	 	 	1,415,836.48	 	 	 	71,211.84	 	 	 	53,513.88	 	 	 	17,697.96	 	 	 	1,362,322.60	 
	15
	 	 	4/1/2009	 	 	 	1,362,322.60	 	 	 	71,211.84	 	 	 	54,182.81	 	 	 	17,029.03	 	 	 	1,308,139.79	 
	16
	 	 	5/1/2009	 	 	 	1,308,139.79	 	 	 	71,211.84	 	 	 	54,860.09	 	 	 	16,351.75	 	 	 	1,253,279.70	 
	17
	 	 	6/1/2009	 	 	 	1,253,279.70	 	 	 	71,211.84	 	 	 	55,545.84	 	 	 	15,666.00	 	 	 	1,197,733.85	 
	18
	 	 	7/1/2009	 	 	 	1,197,733.85	 	 	 	71,211.84	 	 	 	56,240.17	 	 	 	14,971.67	 	 	 	1,141,493.69	 
	19
	 	 	8/1/2009	 	 	 	1,141,493.69	 	 	 	71,211.84	 	 	 	56,943.17	 	 	 	14,268.67	 	 	 	1,084,550.52	 
	20
	 	 	9/1/2009	 	 	 	1,084,550.52	 	 	 	71,211.84	 	 	 	57,654.96	 	 	 	13,556.88	 	 	 	1,026,895.56	 
	21
	 	 	10/1/2009	 	 	 	1,026,895.56	 	 	 	71,211.84	 	 	 	58,375.65	 	 	 	12,836.19	 	 	 	968,519.91	 
	22
	 	 	11/1/2009	 	 	 	968,519.91	 	 	 	71,211.84	 	 	 	59,105.34	 	 	 	12,106.50	 	 	 	909,414.57	 
	23
	 	 	12/1/2009	 	 	 	909,414.57	 	 	 	71,211.84	 	 	 	59,844.16	 	 	 	11,367.68	 	 	 	849,570.42	 
	24
	 	 	1/1/2010	 	 	 	849,570.42	 	 	 	71,211.84	 	 	 	60,592.21	 	 	 	10,619.63	 	 	 	788,978.21	 
	25
	 	 	2/1/2010	 	 	 	788,978.21	 	 	 	71,211.84	 	 	 	61,349.61	 	 	 	9,862.23	 	 	 	727,628.59	 
	26
	 	 	3/1/2010	 	 	 	727,628.59	 	 	 	71,211.84	 	 	 	62,116.48	 	 	 	9,095.36	 	 	 	665,512.11	 
	27
	 	 	4/1/2010	 	 	 	665,512.11	 	 	 	71,211.84	 	 	 	62,892.94	 	 	 	8,318.90	 	 	 	602,619.17	 
	28
	 	 	5/1/2010	 	 	 	602,619.17	 	 	 	71,211.84	 	 	 	63,679.10	 	 	 	7,532.74	 	 	 	538,940.07	 
	29
	 	 	6/1/2010	 	 	 	538,940.07	 	 	 	71,211.84	 	 	 	64,475.09	 	 	 	6,736.75	 	 	 	474,464.98	 
	30
	 	 	7/1/2010	 	 	 	474,464.98	 	 	 	71,211.84	 	 	 	65,281.03	 	 	 	5,930.81	 	 	 	409,183.96	 
	31
	 	 	8/1/2010	 	 	 	409,183.96	 	 	 	71,211.84	 	 	 	66,097.04	 	 	 	5,114.80	 	 	 	343,086.91	 
	32
	 	 	9/1/2010	 	 	 	343,086.91	 	 	 	71,211.84	 	 	 	66,923.25	 	 	 	4,288.59	 	 	 	276,163.66	 
	33
	 	 	10/1/2010	 	 	 	276,163.66	 	 	 	71,211.84	 	 	 	67,759.79	 	 	 	3,452.05	 	 	 	208,403.87	 
	34
	 	 	11/1/2010	 	 	 	208,403.87	 	 	 	71,211.84	 	 	 	68,606.79	 	 	 	2,605.05	 	 	 	139,797.08	 
	35
	 	 	12/1/2010	 	 	 	139,797.08	 	 	 	71,211.84	 	 	 	69,464.38	 	 	 	1,747.46	 	 	 	70,332.70	 
	36
	 	 	1/1/2011	 	 	 	70,332.70	 	 	 	71,211.86	 	 	 	70,332.70	 	 	 	879.16	 	 	 	0.00