GUARANTEE AND COLLATERAL AGREEMENT dated as of April 18, 2008 among TRM CORPORATION, the Subsidiaries of the Issuer from time to time party hereto and LAMPE, CONWAY & CO., LLC as Collateral AgentGuarantee and Collateral Agreement • May 15th, 2008 • TRM Corp • Services-personal services • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of April 18, 2008 (this “Agreement”), among TRM CORPORATION., an Oregon corporation (the “Issuer”), the Subsidiaries of the Issuer from time to time party hereto and LAMPE, CONWAY & CO., LLC (“Lampe”), as collateral agent (in such capacity, the “Collateral Agent”).
TRM CORPORATION FORM OF COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • May 15th, 2008 • TRM Corp • Services-personal services • New York
This Warrant (the “Warrant”) entitles LC Capital Master Fund, Ltd. (including any successors or assigns, the “Holder”), for value received, to purchase from TRM Corporation, an Oregon corporation, at any time and from time to time, subject to the terms and conditions set forth herein, during the period starting from 5:00 a.m., Eastern Time, on the Initial Exercise Date (as defined in Section 1 below) to 5:00 p.m., Eastern Time, on the Expiration Date (as defined in Section 1 below) at which time this Warrant shall expire and become void, all or any portion of the Warrant Shares at the Exercise Price (as defined in Section 1 below). This Warrant also is subject to the following terms and conditions:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2008 • TRM Corp • Services-personal services • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) dated as of April 18, 2008 amends and restates the Registration Rights Agreement (the “Original Agreement”) dated as of February 8, 2008, by and between TRM Corporation, an Oregon corporation (the “Company”), and each of the Persons listed on the signature page hereto (each, a “Buyer”).
VAULT CASH AGREEMENTVault Cash Agreement • May 15th, 2008 • TRM Corp • Services-personal services • New Jersey
This Vault Cash Agreement (the “Agreement”) is made and entered into effective as of April 18, 2008, by and between TRM Corporation, an Oregon corporation (“TRM”), and Douglas Falcone (“Mr. Falcone”).
SECURITIES PURCHASE AGREEMENT dated as of April 18, 2008, among TRM CORPORATION, THE PURCHASERS PARTY HERETO and LAMPE, CONWAY & CO., LLC as Administrative Agent and Collateral AgentSecurities Purchase Agreement • May 15th, 2008 • TRM Corp • Services-personal services • New York
SECURITIES PURCHASE AGREEMENT dated as of April 18, 2008, among TRM CORPORATION, an Oregon corporation (the “Issuer”), the Purchaser (as defined in Article I), and LAMPE, CONWAY & CO., LLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Purchaser.
SIXTEENTH AMENDMENT TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • May 15th, 2008 • TRM Corp • Services-personal services • New York
THIS SIXTEENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of April 18, 2008 (this “Amendment”), is entered into among TRM Inventory Funding Trust (“Borrower”), TRM ATM Corporation, in its individual capacity (“TRM ATM”) and as Servicer (in such capacity, “Servicer”), Autobahn Funding Company LLC (“Lender”), DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, as Administrative Agent (in such capacity, “Administrative Agent”) and as Liquidity Agent (in such capacity “Liquidity Agent”), and U.S. Bank National Association, as Collateral Agent (“Collateral Agent”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 15th, 2008 • TRM Corp • Services-personal services • New Jersey
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 18, 2008, is entered by and between TRM Corporation, an Oregon corporation (“Buyer”), and Douglas Falcone, the sole stockholder (the “Stockholder”) of LJR Consulting Corp. d/b/a Access to Money, a New Jersey corporation (the “Company”).
ContractGuarantee and Collateral Agreement • May 15th, 2008 • TRM Corp • Services-personal services • New York
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE (THE “SUBORDINATION”) IN THE MANNER AND TO THE EXTENT SET FORTH IN THE SETTLEMENT AGREEMENT (AS DEFINED BELOW).
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...Settlement Agreement • May 15th, 2008 • TRM Corp • Services-personal services • England and Wales
This Amended and Restated Settlement Agreement (this “Agreement”) amends and restates in its entirety the Settlement Agreement, dated as of November 20, 2007, between TRM Corp and Notemachine, effective upon TRM Corp entering into the Securities Purchase Agreement with the purchasers party thereto (the “Purchasers”) and Lampe, Conway & Co., LLC, as Administrative Agent and Collateral Agent (in such capacities, the “Administrative Agent”), pursuant to which the Purchasers will purchase notes in an aggregate principal amount of $11,000,000 from TRM Corp (the “Lampe II Facility”).
Mr. Douglas Falcone 628 Route 10 Whippany, New Jersey 07081 April 18, 2008 Re: Employment Agreement Dear Mr. Falcone,Employment Agreement • May 15th, 2008 • TRM Corp • Services-personal services • New Jersey
This Employment Agreement (the “Agreement”) sets forth the terms of employment by and between TRM Corporation (the “Company”) and you as of April 18, 2008 (the “Effective Date”).
