AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF TRAVELEX ATMS LIMITED

(1)

TRAVELEX UK LIMITED AND SNAX 24 CORPORATION LIMITED

(2)

TRM SERVICES LIMITED

(3)

TRM CORPORATION

Clause

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(1)

TRAVELEX UK LIMITED , a company incorporated in England and Wales (registered number 1985596) whose registered office is at 65 Kingsway, London WC2B 6TB and SNAX 24 CORPORATION LIMITED , a company incorporated in England and Wales (registered number 2787267) whose registered office is at 110 Cannon Street, London EC4N 6AR (together, the “ Sellers ”);

(2)

TRM SERVICES LIMITED , a company incorporated in England and Wales (registered number 5542372) whose registered office is at 30 Old Burlington Street, London W1S 3NL (the “ Buyer ”); and

(3)

TRM CORPORPATION , a corporation organised and existing under the laws of the state of Oregon, United States of America whose principal place of business is at 5208 NE 122 ^nd Avenue, Portland, Oregon 97230, USA (the “ Guarantor ”).

(A)

The Company (as defined below) is a private company limited by shares. Further details about the Company are set out in schedule 1.

(B)

The Sellers wish to sell and the Buyer wishes to buy all of the issued share capital of the Company on the terms and conditions of this Agreement.

(C)

The Guarantor has agreed to guarantee the obligations of the Buyer on the terms and conditions of this Agreement.

1.

DEFINITIONS AND INTERPRETATION

1.1

In this Agreement, the following words and expressions shall have the following meanings unless the context requires otherwise:

the audited individual accounts (within the meaning of section 226 Companies Act 1985) of the Company for the financial year ended on the Accounts Date, a copy of which is annexed to

this Agreement and marked “A”;

31 December 2004;

has the meaning given to it in the definitions contained in the Business Sale Agreement;

a domestic currency dispensing automated teller machine including any associated Housing and software necessary to run the automated teller machine;

the letter, in the agreed form, to be issued to the Sellers on the date of this Agreement by Bank of America N.A.;

the amount of the borrowings of the Company by way of bank loans, and other borrowed money, overdrafts, finance and capital leases, acceptance and documentary credit facilities and factoring and other types of receivable financing transactions including interest and penalties thereon but excluding (i) the Shareholder Loans and (ii) the Inter-Company Debts;

has the meaning given to it in the definitions contained in the Business Sale Agreement;

a day on which banks are open for business in London, other than Saturday or Sunday;

the agreement in the agreed form between Travelex UK Limited (1) TRM (ATM) Limited (2) and TRM Corporation (3);

the Buyer’s accountants for the time being;

the Buyer, any ultimate parent undertaking of

the Buyer for the time being and all direct or indirect subsidiary undertakings for the time being of any such parent undertaking;

Davenport Lyons of 30 Old Burlington Street, London W1S 3NL;

the Capital Allowances Act 2001;

Travelex ATMs Limited, a private company limited by shares incorporated in England and Wales with registered number 4046739;

the Companies Act 1985;

completion of the sale and purchase of the Shares in accordance with this Agreement;

a pro-forma statement of certain assets and certain liabilities of the Company as at 5.30 p.m. on the Completion Date, as listed in each case in part 1 of schedule 9 (Completion Accounts);

the date on which Completion takes place;

the conditions listed in clause 3.1;

all confidential information and trade secrets relating exclusively to the business of the Company including all financial, marketing and technical information, ideas, concepts, technology, processes and knowledge together with lists or details of customers, suppliers, prices, discounts, margins, information relating to research and development, current trading performance and future business strategy and any information derived from any of them and subsisting at the Completion Date, but excluding any such information which is in the public

domain other than by reason of any breach by any party bound thereby of any confidentiality undertaking in each case to the extent confidential and relating exclusively to the business of the Company;

the disclosure letter in the agreed form from the Sellers to the Buyer, dated with the date of this Agreement, together with the documents attached to it;

the individuals employed or engaged by the Company and/or by Travelex UK Limited at Completion which at the date of this Agreement are set out in schedule 8;

a mortgage (fixed or floating), charge, pledge, lien, option, restriction, hypothecation, guarantee, trust, right of set-off, right of first refusal, right of pre-emption or other third party right (legal or equitable), interest or claim of any kind including any assignment by way of security, reservation of title or other security interest of any kind, howsoever created or other arrangement having similar effect;

(i) the date falling 45 days after the date on which the Requested Information (as defined in clause 4.3) is supplied to the Buyer; or (ii) (if earlier) 30 November 2005; or (iii) such later date as the Sellers and the Buyer may in writing agree or as is determined by clause 4.8;

the natural and man-made environment and all or any of the following media, namely air (including air within buildings and air within other natural or man-made structures above or below ground), water (including water under or within

land or in drains or sewers and inland waters), land and any living organisms or systems supported by those media;

all applicable laws, regulations, directives, statutes, subordinate legislation, common law, civil codes and other national and local laws, all judgments, orders, instructions or awards of any court or competent authority and all codes of practice, industry agreements and guidance notes which primarily serve to protect the Environment and includes all laws relating to actual or threatened emissions, seepages, discharges, escapes, releases or leaks of pollutants, contaminants or Hazardous Substances;

the bank account to be opened in the joint names of the Sellers’ Solicitors and the Buyer’s Solicitors in accordance with the Escrow Agreement;

the agreement, in the agreed form, between the Sellers, the Buyer, TRM (ATM) Limited, the Sellers’ Solicitors and the Buyer’s Solicitors to be entered into pursuant to clause 5.1;

the Buyer’s Group or either Seller’s Group, as the context requires;

the Master Agreement dated 15 January 2002 between the Company (1) TotalFinaElf UK Limited (2) and Travelex UK Limited (3) and the Master Agreement dated 5 October 2001 between the Company (1) United Cinemas International (2) and Travelex UK Limited (3);

any substance or organism which alone or in combination with others may cause harm or damage to the Environment, human health and safety, flora or fauna and includes without limitation, any hazardous or toxic materials, pollutants and wastes;

any cabinet, kiosk, acoustic hood, shelter or booth or similar things (including any side panels, door, signage, lighting, metal frame, back plate or other configurations) forming the structure of an ATM;

the Income and Corporation Taxes Act 1988;

the independent firm of chartered accountants to whom matters are referred in accordance with clause 8.1;

all Registered Intellectual Property Rights and all inventions (whether patentable or not), design rights, database rights, copyright, moral rights, semiconductor topography rights, unregistered trade and service marks, logos, get-up and trade names and the goodwill attaching to them, Know-How, and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which subsist anywhere in the world;

all monies owing by the Company to either Seller or any member of either Seller’s Group, excluding (a) the Shareholder Loans and (b) any amounts owing to Snax 24 Corporation Limited in relation to trading balances, which latter amount, for the avoidance of doubt, shall not be paid off at Completion;

all know-how, trade secrets and confidential information, in any form (including paper, electronically stored data, magnetic media, film and microfilm) including, without limitation, drawings, formulae, test results or reports, project reports and testing procedures, information relating to the working of any product, process, invention, improvement or development, instruction and training manuals, tables of operating conditions, information concerning intellectual property portfolio and strategy, market forecasts, lists or particulars of customers and suppliers, sales targets, sales statistics, prices, discounts, mark-ups, future business strategy, tenders, price sensitive information, market research reports and business development and planning reports but always excluding any Confidential Information;

in relation to any matter, all liabilities, losses, claims, damages, fines, penalties, costs and expenses relating to that matter (including for the avoidance of doubt all reasonable and properly incurred legal and professional costs);

the unaudited management accounts of the Company comprising a balance sheet as at 30 June 2005 a profit and loss account for the period which began on 1 January 2005 and ended on 30 June 2005, a copy of which is annexed to this Agreement marked “B”;

the statement of the Net Current Liability Value in the format set out in part 3 of schedule 9 (Completion Accounts);

the amount (if any) in pounds sterling by which

the aggregate value of those liabilities of the Company as at the Completion Date that are listed in part 1 of schedule 9 (Completion Accounts) exceed the aggregate value of those assets of the Company as at the Completion Date that are listed in part 1 of schedule 9 (Completion Accounts), as shown in the Completion Accounts (and for the avoidance of doubt, the amount of that excess (if any) shall be expressed as a positive rather than as a negative figure), and provided that (a) if the aggregate amount of those liabilities is equal to the aggregate amount of those assets, the Net Current Liability Value shall be zero; and (b) if the aggregate amount of those liabilities is less than the aggregate amount of those assets then the amount of that shortfall shall be expressed as a negative (rather than as a positive) amount, so that (for illustrative purposes only) if the aggregate amount of those liabilities exceeds the aggregate value of those assets by £100,000, the Net Current Liability Value shall be £100,000 and if the aggregate amount of those liabilities is less than the aggregate value of those assets by £100,000, the Net Current Liability Value shall be –(£100,000);

the scheme known as the Travelex Group Personal Pension Plan operated by Scottish Equitable plc;

the audited individual accounts (within the meaning of section 226 Companies Act 1985) of the Company for the two financial years immediately preceding the financial year ended on the Accounts Date;

has the meaning set out at section 285 of the Financial Services and Markets Act 2000;

all patents, utility models, registered designs, registered copyrights, plant variety rights, registered trade and service marks and the goodwill attaching to them, domain names and applications for registration and rights to grant of them and any rights or forms of protection of a similar nature anywhere in the world;

has the meaning given to it in part 1 of schedule 3;

the Warranties, other than those set out in paragraph 1.4.3 of part 2 of schedule 2, as such warranties continue to be repeated in accordance with clause 11.1 between the date of this Agreement and the Completion Date (or if earlier the date on which this Agreement terminates) provided that, for the purposes of this definition, references to “Employees” in the Warranties set out in part 8 of schedule 2 shall be regarded as references to employees of the Company on the date of this Agreement;

the Sellers’ accountants for the time being;

in relation to Travelex UK Limited, Travelex Holdings Limited and all direct and indirect subsidiary undertakings from time to time of Travelex Holdings Limited and, in relation to Snax 24 Corporation Limited, itself and all of its direct and indirect subsidiary undertakings from time to time;

Olswang of 90 High Holborn, London

WC1V 6XX;

the outstanding loans made by each Seller to the Company, such loans being (as at the date of this Agreement) in the amount of £281,308 due to Snax 24 Corporation Limited and £341,379 due to Travelex UK Limited, including principal and accrued interest, fees, costs and expenses (if any);

the issued shares in the capital of the Company;

shall have the meaning given to it in paragraph 1.1 of part 6 of schedule 2;

has the meaning given to it in part 1 of schedule 3;

has the meaning given to it in part 1 of schedule 3;

a claim under the Tax Covenant or for any breach of any of the Tax Warranties;

the tax covenants given in favour of the Buyer set out in part 3 of schedule 3;

the warranties of the Sellers relating to Tax given under clause 11.1 which are set out in part 2 of schedule 3;

the Taxation of Chargeable Gains Act 1992;

the agreement in the agreed form to be entered into on the date of this Agreement between Travelex UK Limited (1) Snax 24 Corporation Limited (2) and the Company (3) terminating the share subscription and shareholders agreement dated 6 March 2001 in relation to the Company;

the transitional services agreement in the agreed form to be entered into between Travelex UK Limited, the Buyer and the Company on the date of this Agreement;

a company incorporated in England and Wales (registered number 4090247) whose registered office is at 65 Kingsway, London WC2B 6TB;

value added tax as provided for in VATA, and any tax imposed in substitution for it;

the Value Added Tax Act 1994;

the warranties of the Sellers given under clause 11.1 which are set out in schedule 2, and the Tax Warranties; and

a claim for any breach of any of the Warranties other than a Tax Warranty.

1.2

In this Agreement, unless the context requires otherwise:

1.3

The schedules and recitals form part of this Agreement and shall have effect as if set out in full in the body of this Agreement, and any reference to this Agreement includes the schedules and recitals.

1.4

Save as otherwise specifically provided, all warranties, undertakings and other obligations of each Seller under this Agreement are several and not joint or joint and several.

2.

AGREEMENT FOR SALE

2.1

Subject to the terms of this Agreement, each Seller shall sell or cause to be sold and the Buyer shall buy those Shares set out against that Seller’s name in schedule 1 free from all Encumbrances and with full title guarantee.

3.1.1

unconditional written consent from each counterparty to the contracts set out in schedule 7 to a change of control of the Company or to an assignment of the relevant contract to TRM (ATM) Limited or the Buyer (as appropriate) having been obtained (or deemed obtained in accordance with clause 3.2);

3.1.2

the funding of the consideration for the purchase of the Shares having been obtained on terms and conditions satisfactory to the Buyer.

3.3

The Buyer may by notice to the Sellers waive the Condition set out in clause 3.1.1.

3.4

If the Conditions have not been fulfilled, or waived where permitted by clause 3.3, on or before the End Date, the provisions of this Agreement shall terminate and no party shall have any further rights or obligations under this Agreement, including accrued rights and obligations at the time of termination (other than accrued rights and obligations in respect of breaches of clause 3.2, which accrued rights and obligations shall not be affected by termination), save that clauses 5.2, 5.3, 5.4, 14, 17 to 20 and 25 to 26 shall remain binding on the parties in accordance with their terms.

4.

BETWEEN EXCHANGE AND COMPLETION

4.1

During the period between the signing of this Agreement and ending at Completion or the termination of this Agreement (whichever is the earlier) the Sellers shall comply with the provisions set out in schedule 5.

4.2

The Sellers shall procure that during the period beginning on the signing of this Agreement and ending at Completion or the termination of this Agreement (whichever is earlier) the Buyer and any persons authorised by it shall be given reasonable access during normal business hours and on reasonable notice to the employees, premises, plant, machinery, books of account, records and documents of the Company and the directors and employees of the Company shall be instructed to give as soon as reasonably practicable to the Buyer and any persons authorised by it all information in relation to the Company that the Buyer may reasonably request. Without limiting the previous sentence, upon receipt of the Written Request from the Buyer, the Sellers shall provide the Buyer with the Requested Information as soon as reasonably practicable and shall, where necessary and as soon as reasonably practicable, instruct PricewaterhouseCoopers LLP to undertake such work as is reasonably necessary, at the Buyer’s cost to provide the Requested Information in a timely manner.

4.3

Upon receipt of the Requested Information by the Buyer, the Sellers shall be deemed to have complied with their obligation in the second sentence of clause 4.2. For the purposes of clauses 4.2 and 4.3:

4.3.1.1

registration statements (including a Form S-1 or Form S-3 registration statements);

4.3.1.2

other filings with respect to the offer and sale of the Guarantor’s securities for the purposes of the fundraising referred to in clause 3.1.2; or

4.3.1.3

periodic or other reports disclosing the acquisition of such assets or businesses;

4.3.2

“ Requested Information ” means the information requested by the Buyer in the Written Request to the extent that the same is information which is necessary under relevant law or regulations to enable the Buyer to prepare and issue the documents referred to in clauses 4.3.1.1 to 4.3.1.3.

4.5

If following the date of this Agreement, but before Completion, or any termination of this Agreement the Buyer becomes aware of any breach of the Repeated Warranties entitling it to be indemnified under clause 4.4, then subject to clause 4.6 the Buyer shall within five Business Days of becoming aware of the relevant breach give notice to the Sellers giving its best estimate of the diminution in the value of the Shares caused by the breach or breaches in question, and requiring that the amount of the specified diminution in value shall at Completion be deducted from the purchase price payable in accordance with clause 9 and shall instead be deposited into the Escrow Account and only be released from such account in accordance with the terms of the Escrow Agreement.

4.6.1

any fact or matter disclosed in the Disclosure Letter on the basis set out in clause 11.1 or any claim made or proceedings threatened by any third party arising out of any fact or matter disclosed in the Disclosure Letter on such basis; or

4.6.2

any change in stock markets, interest rates, exchange rates, commodity prices or other general economic conditions generally affecting the industry in which the business carried on by the Company operates.

4.8

The Sellers shall not be liable in respect of a breach of a Repeated Warranty if, on or before the date falling 10 Business Days after the date on which notice of that breach is received by the Sellers under clause 4.5, the Sellers have remedied the relevant breach or prevented the Buyer from suffering any potential loss in respect of the subject matter of that breach or caused any loss which could be so suffered by the Buyer to be made good. The Buyer shall comply with all reasonable requests made by the Sellers at the Sellers’ cost during that period for the purposes of so remedying any such breach or preventing any such loss. If any period of time is used by the Sellers to remedy the breach or remedy any breach under clause 5.6 of the Business Sale Agreement the End Date shall be extended by the same period of time.

5.1

On the date of this Agreement the Buyer shall procure that the Bank of America Undertaking is issued to the Sellers signed on behalf of the Bank of America N.A. and the Buyer and the Sellers shall procure that the Escrow Agreement is executed.

5.2.1

at any time on or after 8 October 2005 and before the End Date Completion has not occurred and the Condition set out in 3.1.1 has been satisfied or waived; or

5.2.2

the End Date is extended to a date after 30 November 2005, then notwithstanding the fact that the Condition set out in clause 3.1.1 has not been satisfied or waived;

5.3

If:

5.3.2

the Condition set out in clause 3.1.1 has not been satisfied or waived by the End Date; or

5.3.3

the Condition set out in clause 3.1.2 has not been satisfied by the End Date by reason of a breach by the Sellers of the second sentence of clause 4.2;

5.4

The parties shall promptly give appropriate instructions to the Escrow Agents (as defined in the Escrow Agreement) to ensure that payments are made out of the Escrow Account either to give effect to clause 5.2 or clause 5.3 or (in the case that money is deposited into the Escrow Account under clause 4.5) to ensure that the money in question is paid to the appropriate person(s) having regard to the outcome of the Buyer’s claim to be indemnified under clause 4.4 by reason of breach of the Repeated Warranties.

6.1

The aggregate purchase price for the Shares shall be the sum of £16,251,000 (subject to adjustment (if appropriate) under clause 10.8) which sum shall be payable to the Sellers in cash on Completion, plus any sum payable by the Buyer and minus any sum payable to the Buyer in accordance with clauses 6.2, 6.5 and 10.9.

6.2.1

if the Net Current Liability Value is greater than £(X+C) the Sellers shall pay to the Buyer an amount equal to the amount by which the Net Current Liability Value exceeds £(X+C); or

6.2.2

if the Net Current Liability Value is less than £(X-C), the Buyer shall pay to the Sellers an amount equal to the amount by which the Net Current Liability Value is less than £(X-C);

X =

£1,000,560

x  B

A

6.3

After 17 October 2005 but before 31 October 2005, the Sellers shall deliver to the Buyer a list (“ ATM List ”) confirming the total number of ATMs of the Company and the Business which were installed as at 17 October 2005 (the “ Installed ATMs ”) and highlighting any such ATMs which were not operational as at such date. The ATM List shall be, in relation to the operational ATMs, derived from the LINK Daily Download Report as at 5.30 pm on 17 October 2005 and as regards such operational ATMs shall be final and binding.

6.5

At Completion, or if later, on 7 November 2005:

7.

COMPLETION ACCOUNTS

7.2

The Completion Accounts shall be drawn up in accordance with the accounting bases, methods and policies set out in part 2 of schedule 9.

7.4

If any notice is so served by the Buyer during such 10 Business Day period, the Buyer and the Sellers shall attempt in good faith to resolve any matters in dispute and agree a final form of Completion Accounts and the calculation of the Net Current Liability Value on or before the date falling 10 Business Days after the date on which the Sellers receive that notice. The Completion Accounts and the calculation of the Net Current Liability Value so agreed by them shall be final and binding on the parties for all purposes (and shall respectively constitute the Completion Accounts for the purposes of this Agreement and the Net Current Liability Value for the purposes of clause 6). In the absence of agreement between the Buyer and the Sellers within that time period, the Independent Accountants shall be instructed to deliver a determination of the matters in dispute and a calculation of the amount of the Net Current Liability Value and revised Completion Accounts adjusted only to take account of the matters determined by them. As so revised, the Completion Accounts shall then constitute the Completion Accounts for the purposes of this Agreement.

8.

APPOINTMENT OF INDEPENDENT ACCOUNTANTS

8.1.1

KPMG or (if they refuse to accept instructions) Deloitte or (if they refuse to accept instructions) any other independent firm of chartered accountants whose identity is agreed between the Sellers and the Buyer and whose terms of engagement are agreed to and signed by the accountants, the Sellers and the Buyer; or

8.1.2

if no such firm is agreed or no such terms of engagement are signed on or before the date falling 20 Business Days after the date on which a firm accepts instructions (in the case of KPMG or Deloitte) or in any other case is first proposed by either party to the other for the purpose, such independent firm of chartered accountants on such terms of engagement as shall be chosen or (as the case may be) specified on the application of either party by the President for the time being of the Institute of Chartered Accountants in England and Wales. If any of the Sellers or the Buyer fails to sign such terms of engagement on or before the date falling five Business Days after the date on which such choice or (as the case may be) specification is made, Independent Accountants shall be deemed to have been appointed and to have determined the matter or matters to be referred to the Independent Accountants under this clause in favour of the party who has signed the terms of engagement.

8.3

In the absence of fraud or manifest error, the decision of the Independent Accountants and any determination and any calculation, statement or accounts required to be provided by them by this Agreement shall be final and binding on the parties for all purposes. The fees and expenses of the Independent Accountants shall be paid by such party or parties as the Independent Accountants shall determine to be appropriate in their sole discretion, having regard to the relative merits of the arguments of each of the parties. In default of a determination by the Independent Accountants as to fees and expenses, they shall be borne as to 50 per cent. by the Buyer and 50 per cent. by the Sellers.

9.1

Subject to clauses 9.5 to 9.8 (inclusive) Completion shall take place at the offices of the Sellers’ Solicitors within two Business Days after all of the Conditions have been satisfied or waived in accordance with clause 3 (or such later date as the Buyer and the Sellers shall agree).

9.2.1

transfers of the Shares in favour of the Buyer or its nominee, duly executed by the Sellers or any other registered holders;

9.2.2

the share certificates representing the Shares or an indemnity in the agreed form for any missing share certificates;

9.2.3

the resignation from their respective offices of each of the directors and the secretary of the Company, in the agreed form, executed as a deed;

9.2.4

details of the amounts, in each case as at Completion, of the Shareholder Loans, the Inter-Company Debts and the Borrowings;

9.2.5

a deed of release in a form reasonably acceptable to the Buyer executed by Barclays Bank plc with regard to the Shares held by Travelex UK Limited and a deed of release in a form reasonably acceptable to the Buyer executed by National Westminster Bank plc with regard to the Shares held by Snax 24 Corporation Limited;

9.2.6

all consents required for the sale of the Shares from Apax Partners Europe Managers Limited and agents of senior and mezzanine financiers under certain financing arrangements;

9.2.7

the seal (if any), statutory books and certificate of incorporation (and any certificate of incorporation on change of name) of the Company;

9.2.8

a certified copy of the Termination Agreement executed by each Seller and the Company;

9.2.9

the Transitional Services Agreement executed by Travelex UK Limited;

9.2.10

a list of all Site Agreements falling within paragraph 1.6.6 of part 4 of schedule 2;

9.2.11

a list of all ATMs for which planning permission has been obtained as described in paragraph 1.6 of part 6 of schedule 2;

9.2.12

a certified copy of the minutes of a meeting of the directors of each Seller in the agreed form resolving that the relevant Seller should enter into this Agreement, and each other document to be signed by it at Completion, and authorising the execution of those documents by each person signing on behalf of that Seller; and

9.2.13

confirmation, in a form reasonably acceptable to the Buyer, that the master agreement between Travelex UK Limited, TotalFinaElf UK Limited and the Company has not been terminated and continues in force.

9.3.1

the people nominated by the Buyer are appointed as the directors and secretary (as the case may be) of the Company with immediate effect;

9.3.2

the resignations referred to in clause 9.2.3 are accepted with effect from the close of the meeting;

9.3.3

the registered office of the Company is changed to that named by the Buyer;

9.3.4

the transfers referred to in clause 9.2.1 are (subject only to their being duly stamped) approved for registration; and

9.3.5

the Transitional Services Agreement is approved for signature.

9.4.1

a certified copy of the minutes of a meeting of the directors of the Buyer in the agreed form resolving that the Buyer should enter into this Agreement, and each other document to be signed by it at Completion, and authorising the execution of those documents by each person signing on behalf of the Buyer;

9.4.2

a certified copy of the minutes of a meeting of the directors of the Guarantor in the agreed form resolving that the Guarantor should enter into this Agreement and give the guarantee in clause 14, and authorising the execution of this Agreement by each of the persons signing for the Guarantor;

9.4.3

the Transitional Services Agreement, executed by the Buyer and the Company;

9.4.4

pay the aggregate sum of £16,251,000 as adjusted pursuant to clauses 6.5 and 10.8 (less any amount which is to be paid into the Escrow Account in accordance with clause 4.5) to the Sellers in accordance with clause 15.1;

9.4.5

pay any amount due to be paid into the Escrow Account pursuant to clause 4.5 into the Escrow Account; and

9.4.6

procure the repayment of the Shareholder Loans, the Inter-Company Debts and the Borrowings as at Completion.

9.5.1

postpone Completion by up to 20 Business Days; or

9.5.2

elect to proceed to Completion, in which case the defaulting party shall be obliged to fulfil those obligations under clauses 9.2, 9.3 or clause 9.4, as the case may be, which it is then able to fulfil and to fulfil the remaining obligations on or before any later date specified for the purpose in the notice; or

9.5.3

if having already given notice under clause 9.5.1 and a period of not less than 20 Business Days having elapsed without each unfulfilled obligation in question having been fulfilled in all material respects, elect not to complete the sale and purchase of the Shares.

9.7

The parties shall not be obliged or entitled to complete the sale and purchase of any of the Shares unless the purchase of all of the Shares is completed and unless the Business Sale Agreement is completed simultaneously.

and obligations at the time of that election in respect of prior breaches, including breaches of clauses 9.2 to 9.4 save that clauses 5.2, 5.3, 5.4, 14 and 17 to 20 and 25 to 26 shall remain binding on the parties in accordance with their terms, provided that where the Buyer is the non-defaulting party, it may demand by way of a pre-agreed estimate of its loss the aggregate sum of £1,500,000 from the Sellers (or the aggregate sum of £750,000 if TRM (ATM) Limited makes a similar demand under the Business Sale Agreement) which sum the Sellers shall be liable jointly and severally to pay in full and final settlement of any rights and remedies the Buyer might otherwise have had in respect of the breach or breaches in question, all of whose rights and remedies shall be unconditionally waived and released with effect from receipt by the Buyer of the sum payable under this clause.

10.1

The Buyer shall use all reasonable endeavours to ensure that as soon as reasonably practicable after Completion each member of each of the Seller’s Groups is released from any and all subsisting guarantees, security interests and indemnities given by it in relation to the obligations of the Company given by Travelex UK Limited under the Guaranteed Contracts. The Sellers shall co-operate with the Buyer in obtaining such releases and neither the Buyer nor the Guarantor shall be obliged to pay any monies or assume any additional obligations over and above those in the existing guarantees. Pending each such release, the Buyer shall indemnify each relevant member of each of the Seller’s Groups on demand against all Losses actually incurred by that member arising on or after Completion from or in connection with any such guarantee, security interest or indemnity.

10.3

To the extent that the same is not included in the Actual Exchange Debt (as defined in clause 10.5 below) the Sellers shall procure that the Company discharges all trade creditors of, and amounts accrued by, the Company as at the date of this Agreement relating to the acquisition and installation of fixed assets (together with any interest and penalties thereon) and shall indemnify the Buyer in respect of all Losses incurred by it as a result of any failure so to do.

10.5

The Sellers shall, prior to Completion, notify the Buyer of:

10.6

The Sellers’ calculation of the Actual Exchange Debt, the Excess Debt and the amount of the Non-ATM Excess Debt shall be deemed agreed by the Buyer on the date falling 10 Business Days after the date on which those documents are first delivered to the Buyer and shall be final and binding on the parties for all purposes unless during that period the Buyer gives notice to the Sellers that it disagrees with such amounts. Any such notice shall give reasonable details (so far as is practicable) of the reasons for any disagreement and any suggested adjustment, together with reasonably supporting evidence.

documents and information as may reasonably be requested for the purpose of preparing or reviewing the calculations of Actual Exchange Debt, Excess Debt and Non-ATM Debt. The parties’ obligations under this clause shall, without limitation, extend to providing access to or copies of all working papers in their possession or under their control (other than those created by their respective accountants) created in the course of the preparation and/or review of such calculations, together (in the case of the Buyer) with extracts from the Company’s and the Business’s accounting records to which the working papers relate or from which the working papers have drawn information, and access upon reasonable notice and during normal working hours to relevant personnel, and to relevant records and information within the possession or under the control, of the relevant party.

10.8.1

the amount (if any) of the Non-ATM Excess Debt shall be deducted from; and/or

10.8.2

the amount (if any) by which the Actual Exchange Debt exceeds the Estimated Exchange Debt shall be deducted from; or

10.8.3

the amount (if any) by which the Actual Exchange Debt is less than the Estimated Exchange Debt shall be added to;

10.9

In the event that the Buyer and the Sellers fail to agree the calculation of the Actual Exchange Debt, the Excess Debt and the Non-ATM Excess Debt, prior to Completion, then:

10.10

The Liability of the Sellers pursuant to clause 10.9 shall be joint and several.

11.

WARRANTIES

11.2

Each of the Warranties is separate and is to be construed independently of the other Warranties, subject to clause 11.3.

11.3.1

in respect of the Environment are those set out in paragraph 2 of part 6 of schedule 2 and the other Warranties shall be deemed not to be given in relation to the Environment;

11.3.2

in respect of pension matters are those set out in part 7 of schedule 2 and the other Warranties shall be deemed not to be given in relation to pension matters;

11.3.3

in respect of the employees of the Company and other employment matters are those set out in part 8 of schedule 2 and the other Warranties shall be deemed not to be given in relation to such employees and other employment matters;

11.3.4

in respect of Intellectual Property Rights are those set out in part 9 of schedule 2, and the other Warranties shall be deemed not to be given in relation to Intellectual Property Rights;

11.3.5

in respect of matters relating to the information technology of the Company and other information technology matters are those set out in part 10 of schedule 2, and the other Warranties shall be deemed not to be given in relation to information technology; and

11.3.6

in respect of Taxation are the Tax Warranties, and the other Warranties shall be deemed not to be given in relation to Taxation.

11.5

The Buyer shall be entitled to claim both before and after Completion that any of the Warranties has or had been breached even if the Buyer discovered or could have discovered on or before Completion that the Warranty in question was or was likely to be breached and Completion shall not in any way constitute a waiver of any of the Buyer’s rights. The Buyer warrants to the Sellers that it has no actual knowledge of any fact, matter or circumstance which would give rise to a breach of the Warranties at the date of this Agreement, and for these purposes, the Buyer’s actual knowledge shall be limited to the actual knowledge of Tom Mann, Ashley Dean, Rhys Edwards and Ian Strang at the date of this Agreement.

11.7

Schedule 4 (Limitations on Sellers’ Liability) shall (save as otherwise provided) apply to limit or exclude, in accordance with its terms, any liability of the Sellers in respect of a breach of the Warranties (other than the Warranties given in paragraphs 1 and 6 of part 1 of schedule 2) and part 4 of schedule 3 (Miscellaneous, including exclusions and limitations, conduct of claims and payments) shall apply to limit or exclude, in accordance with its terms, any liability of the Sellers in respect of a breach of the Tax Warranties, other than in either case any such liability as is referred to in paragraph 4.5 of schedule 4. This clause shall not prevent either Seller from claiming against the other Seller by virtue of any right of contribution or indemnity to which it may be entitled.

all Warranties

paragraphs 4.1, 4.2, 4.3 and 4.4 of part 3 of schedule 2 (Compliance and Litigation) and paragraphs 1.3 and 1.4 of part of schedule 2 (Contracts) and paragraphs 1.4 and 1.5 of part 6 of schedule 2 (Site Agreements)

paragraph 4 of part 3 of schedule 2 (Compliance and Litigation)

part 2 of schedule 2 (Accounts, Financial, Banking and Current Trading)

part 3 of schedule 2 (Compliance and Litigation) and part 4 of schedule 2 (Contracts)

part 5 of schedule 2 (Assets)

part 7 of schedule 2 (Pensions) and part 8 of schedule 2 (Employment)

part 10 of schedule 2 (Information Technology)

Tax Warranties

11.10

The Sellers shall disclose to the Buyer as soon as is reasonably practicable following their becoming aware of the same, any matter which becomes known to them prior to Completion which constitutes a breach of the Repeated Warranties.

13.

PROTECTION OF THE INTERESTS OF THE BUYER

13.1.1

for a period of 12 months starting on the Completion Date, employ any employee of the Company as at Completion, or solicit, canvass or induce or endeavour to induce any such employee to leave his position, whether or not that person would commit a breach of his contract by so leaving or offer employment to any such person;

13.1.2

for a period of two years starting on the Completion Date, solicit or induce any material supplier to the Company or any party to a Site Agreement to cease to do business with the Company or (in the case of a material supplier) to reduce the amount of supplies to or transactions with the Company or adversely to vary the terms on which they so do business, or (in the case of a party to a Site Agreement) seek to induce that party to permit the Seller in question to install and operate an ATM at the relevant site; and

13.1.3

for a period of two years starting on the Completion Date, carry on or be engaged, interested or concerned in any business which within the United Kingdom carries on a Restricted Activity.

13.2.1

acquiring and holding any interest in any business which carries on a Restricted Activity, provided that the turnover of that business attributable to the Restricted Activity in each of the last two financial years preceding the completion of the acquisition does not exceed five per cent. of the aggregate turnover of all entities which are the subject of the acquisition in question in those financial years, as derived from any relevant

annual audited accounts (or in their absence any relevant management accounts) for those two financial years; or

13.2.2

holding any interest in any securities listed or dealt in on any securities exchange if that Seller and all other members of that Seller’s Group are together interested in securities which amount to less than five per cent of the issued securities of that class and which carry less than five per cent of the voting rights (if any) attaching to the issues securities of that class; or

13.2.3

publishing or causing to be published any advertisement not intended to induce any employee of the Company (as opposed to any equivalent employee of another company) as at Completion to leave his position; or

13.2.3

instructing an employment agency to recruit any individual if the Seller in question does not encourage that agency to approach any employee of the Company as at Completion.

13.3.1

Confidential Information under a legal obligation involuntarily incurred or if required by the law of any relevant jurisdiction or by any competent regulatory or governmental body or securities exchange in any relevant jurisdiction;

13.3.2

any Confidential Information which is or becomes part of the public domain without breach of this clause or clause 13.4; or

13.3.3

Confidential Information to any other member of that Seller’s Group or to any professional advisers of that Seller or of any other member of that Seller’s Group.

13.5

Each of the restrictions in clauses 13.1 and 13.3 shall be enforceable by the Buyer independently of each of the others and its validity shall not be affected if any of the others is invalid.

13.8

In this clause 13, “ Restricted Activity ” means the operation of any ATM in the United Kingdom which dispenses the national currency for the time being of the United Kingdom, but excludes:

13.9

The Buyer shall within five Business Days after being notified pursuant to clause 13.8 advise Travelex UK Limited that it wishes to enter into negotiations for the operation of the ATM(s) in question. If no such notice is received within such a period the Buyer shall be deemed to have declined the offer of first refusal made by Travelex UK Limited and Travelex UK Limited shall then be free to enter into a contract with any third party for the operation of the ATM(s) in question.

Period Travelex UK Limited agrees not to enter into any contract with any third party in respect of the operation of such ATM(s).

13.11

If, after the Buyer has given notice in accordance with clause 13.9 but before the end of the Exclusivity Period, the Buyer does not wish to proceed with negotiations with Travelex UK Limited, the Buyer shall notify Travelex UK Limited in writing of that fact and on receipt of such notification Travelex UK Limited shall be entitled to enter into any contract with any third party for the operation of the ATM(s) in question.

13.12

If following expiry of the Exclusivity Period, Travelex UK Limited and the Buyer have failed to agree on the terms of an agreement in relation to the operation of the ATMs in question and Travelex UK Limited subsequently agrees terms with a third party in relation to the operation of the same ATMs, then before entering into any agreement with such third party Travelex UK Limited shall first give the Buyer the opportunity to enter into such agreement, on the same terms as those agreed to by the third party. If the Buyer fails to enter into such agreement within 5 Business Days of receipt of Travelex UK Limited’s offer, then such offer shall be deemed to have been declined by the Buyer and Travelex UK Limited shall be entitled to enter into such agreement with the third party in question.

13.13

If the Buyer and Travelex UK Limited fail to agree on the terms of an agreement in relation to the operation of the ATM(s) within the Exclusivity Period and any offer made by Travelex UK Limited in accordance with clause 13.12 is not accepted or is deemed to have been declined, then Travelex UK Limited shall then be entitled to enter into a contract with any third party for the operation of the ATM(s) in question.

14.

GUARANTEE

14.1

In consideration of the Sellers entering into this Agreement the Guarantor as primary obligor irrevocably and unconditionally:

14.1.3

agrees that if and each time that the Buyer fails to make any payment to the Sellers when it is due under this Agreement, the Guarantor shall on demand (without requiring the Sellers first to take steps against the Buyer or any other person) pay that amount to the Sellers .

14.2.1

any variation of the terms of this Agreement;

14.2.2

any forbearance or neglect or delay in seeking the performance of any obligations under this Agreement or the Guaranteed Contracts or any granting of time for the performance of those obligations or any other arrangement between the Sellers (or either of them), the Buyer and the Company or any other person; or

14.2.3

any unenforceability or invalidity of any obligation of the Buyer or the Company, so that this clause shall be construed as if there were no such unenforceability or invalidity.