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: |
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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”) |
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| 1. |
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Notemachine acquired the entire issued share capital of TRM
Limited on 24 January 2007. |
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| 2. |
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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”). |
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| 3. |
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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”). |
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| 4. |
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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”). |
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| 5. |
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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: |
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(a) |
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the Completion Accounts as defined in the Agreement and all and
any associated rights, liabilities and obligations; and |
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(b) |
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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, |
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together the “Settled Claims”. |
| 6. |
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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:
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(a) |
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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”): |
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(i) |
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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. |
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(ii) |
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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. |
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(iii) |
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TRM Corp shall pay £625,000 of principal to Notemachine
on 1 January 2008 leaving a principal balance outstanding of
£2,054,267. |
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(iv) |
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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. |
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(b) |
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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 |
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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 pa |
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