AMENDMENT NO. 1 TO THE CASH PROVISIONING AGREEMENT
Exhibit 10.2
This Amendment No. 1 (“Amendment No. 1”) is entered into, by and between Genpass Technologies,
L.L.C., now doing business as Elan Financial Services (“Elan”), TRM ATM Corporation with its
principal office located at 0000 X.X. 000xx Xxxxxx, Xxxxxxxx, XX 00000 (“ATM Owner”),
TRM ATM Corporation with its principal office located at 0000 X.X. 000xx Xxxxxx,
Xxxxxxxx, XX 00000 (“ATM Manager”), and Pendum, Inc. with its principal office located at 0000
Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, XX 00000 (“Carrier”), each referred to herein as a “Party”
and collectively referred to herein as “Parties, to amend the Cash Provisioning Agreement, dated
October 15, 2007 (the “Agreement”) between the Parties. This Amendment No. 1 shall become
effective upon signing by or on the behalf of Elan (“Effective Date”) and supersedes any previous
and like amendment(s) between the Parties.
Whereas, the Agreement provides that it may be amended from time to time by a written
instrument signed by the parties; and
Whereas, all of the parties wish to amend the Agreement as hereinafter set forth herein.
Now, therefore, in consideration of the promises, the mutual covenants set forth in the
Agreement and this Amendment No. 1, and other good and valuable consideration, the sufficiency and
adequacy of which is acknowledged, the Parties agree to amend the Agreement as follows:
1. Capitalized terms used in this Amendment No. 1 and not otherwise defined in this Amendment No. 1
are used with the same respective meanings attributed thereto in the Agreement.
2. The ninth Recital is hereby deleted in its entirety and replaced with the following language:
WHEREAS, the Agreement will be effective provided that the following conditions are met: 1)
Elan receives approval from ATM Manager’s sponsor bank; and 2) ATM Manager utilizes Elan’s approved
armored carriers.
3. Section IV.A, Term, is hereby deleted in its entirety and replaced with the following language:
| A. | Term. The term of this Agreement shall be for a period of five (5) years (the “Initial Term”) beginning as of the Effective Date of this Amendment No. 1 and continuing thereafter for additional one (1) month periods (each a “Renewal Term”) until terminated by any Party upon ninety (90) days prior written notice to the non-terminating Parties; provided, however, that during the Initial Term, the Parties may not terminate this Agreement, in whole or in part, except by mutual consent or as otherwise provided under this Section. |
4. Exhibit C is hereby deleted in its entirety and replaced with the following language as set
forth in Attachment 1, attached hereto and made a part hereof. Attachment 1 is a
confidential document between Elan and ATM Manager and no other Party to this Agreement, nor any
third party, shall be allowed access to Attachment 1, except as required in accordance with
the Agreement.
5. In the event of a conflict between the Agreement and this Amendment No. 1, this Amendment No. 1
controls.
6. Except to the extent that the Agreement is expressly or implicitly modified by this Amendment
No. 1, all terms and conditions of the Agreement remain in full force and effect.
In witness whereof, the Parties hereto have, by their duly authorized representatives,
executed this Amendment No. 1.
| ELAN FINANCIAL SERVICES | TRM ATM CORPORATION | |||||||
| (“Elan”) | (“ATM Owner”) | |||||||
By:
|
/s/ Xxxxxxx Xxxxxx | By: | /s/ Xxxxxxx Xxxxx | |||||
Print:
|
/s/ Xxxxxxx Xxxxxx | Print: | Xxxxxxx Xxxxx | |||||
Title:
|
VP & Authorized Signer | Title: | President & CEO | |||||
Date:
|
5/8/08 | Date: | 2/29/08 | |||||
| TRM ATM CORPORATION | PENDUM, INC. | |||||||
| (“ATM Manager”) | (“Carrier”) | |||||||
By:
|
/s/ Xxxxxxx Xxxxx | By: | /s/ Xxxxxx Xxxxx | |||||
Print:
|
Xxxxxxx Xxxxx | Print: | Xxxxxx Xxxxx | |||||
Title:
|
President & CEO | Title: | EVP | |||||
Date:
|
2/29/08 | Date: | 3/6/08 | |||||
Attachment List (1)
Attachment 1 — Fees and Charges for ATM Manager
| (1) | Pursuant to Regulation S-K Item 601(b)(2), the Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. |
