UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TRM Copy Centers Corporation
----------------------------
(Name of Issuer)
Common Stock
---------------------
(Title of Class of Securities)
8762636105
-----------------
(CUSIP Number)
Mary Sheehan
Friedman, Billings, Ramsey Group, Inc.
Potomac Tower
1001 Nineteenth Street North
Arlington, VA 22209
(703) 469-1050
-------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 24, 1998
-----------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b) (3) or (4), check the following: [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission.See Rule 13d-1(a)for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 872636105
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FBR Financial Fund II, L.P. IRS ID No. 54-1887092
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of Shares Beneficially
Owned by Each Reporting Person
With
7 Sole Voting Power 421,035
8 Shared Voting Power 0
9 Sole Dispositive Power 421,035
10 Shared Dispositive Power 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
421,035
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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<PAGE>
SCHEDULE 13D
CUSIP No. 872636105
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FBR Financial Fund Management, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of Shares Beneficially
Owned by Each Reporting Person
With
7 Sole Voting Power 421,035
8 Shared Voting Power 0
9 Sole Dispositive Power 421,035
10 Shared Dispositive Power 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
421,035
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
- 3 -
<PAGE>
SCHEDULE 13D
CUSIP No. 872636105
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Friedman, Billings, Ramsey Investment Management, Inc.
IRS ID No. 52-1707813
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)/ /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of Shares Beneficially
Owned by Each Reporting Person
With
7 Sole Voting Power 421,035
8 Shared Voting Power 0
9 Sole Dispositive Power 421,035
10 Shared Dispositive Power 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
421,035
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14. TYPE OF REPORTING PERSON*
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
- 4 -
<PAGE>
SCHEDULE 13D
CUSIP No. 872636105
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Friedman, Billings, Ramsey Group, Inc. IRS ID No. 54-1837743
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)/ /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
Number of Shares Beneficially
Owned by Each Reporting Person
With
7 Sole Voting Power 421,035
8 Shared Voting Power 0
9 Sole Dispositive Power 421,035
10 Shared Dispositive Power 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
421,035
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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<PAGE>
SCHEDULE 13D
CUSIP No. 872636105
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Friedman, Billings, Ramsey Group, Inc. Voting Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)/ /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
Number of Shares Beneficially
Owned by Each Reporting Person
With
7 Sole Voting Power 421,035
8 Shared Voting Power 0
9 Sole Dispositive Power 421,035
10 Shared Dispositive Power 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
421,035
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
- 6 -
<PAGE>
Item 1. Security and Issuer
This statement relates to the Common Stock ("Common Stock") of TRM Copy
Centers Corporation, a corporation organized under the laws of Oregon (the
"Issuer"). The Issuer's principal executive offices are located at 5208 NE 122nd
Avenue, Portland, Oregon 97230-1074.
Item 2. Identity and Background
(a) This Statement constitutes the joint filing of Schedule 13D by (1)
FBR Financial Fund II, L.P., a Delaware limited partnership (the "Fund"); (2)
FBR Financial Fund Management, L.L.C., a Delaware limited liability company; (3)
Friedman, Billings, Ramsey Investment Management, Inc., a Delaware corporation;
(4) Friedman, Billings, Ramsey Group, Inc., a Virginia corporation; and (5)
Friedman, Billings, Ramsey Group, Inc. Voting Trust, a Virginia voting trust
(collectively, the "Reporting Persons").
Filed as Schedules I and II to this Schedule 13D and incorporated herein
by reference are lists of the executive officers and directors of the
incorporated Reporting Persons, Friedman, Billings, Ramsey Investment
Management, Inc. and Friedman, Billings, Ramsey Group, Inc., respectively,
containing the following information with respect to each such person: (a) name,
(b) business address and (c) present principal occupation or employment, and the
name and, if different from such person's business address, the address of any
corporation or other organization in which such employment is conducted. Each
person listed in Schedules I and II is a United States citizen.
Information with respect to each of the Reporting Persons is given
solely by such Reporting Person, and no Reporting Person has responsibility for
the accuracy or completeness of the information supplied by another Reporting
Person and each Reporting Person agrees that this Statement is filed on behalf
of such Reporting Person only.
The Reporting Persons may be deemed to constitute a "group" for the
purpose of Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
(b) All of the Reporting Persons have their principal place of business
and principal offices at Potomac Tower, 1001 Nineteenth Street North, Arlington,
Virginia 22209. Information required by this subpart of this Item with respect
to non-reporting persons who are officers and directors of the incorporated
Reporting Persons is provided in the attached Schedules I and II, which are
incorporated herein by reference.
(c) Information required by this subpart of this Item with respect to
non-reporting persons who are officers and directors of the incorporated
Reporting Persons is provided in the attached Schedules I and II, which are
incorporated herein by reference.
(d) None of the Reporting Persons, and to the knowledge of each
incorporated Reporting Person, as applicable, none of the executive officers or
directors listed on Schedules I and II, has been convicted in a criminal
proceeding in the last five years (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons, and to the knowledge of each
Reporting Person, as applicable, none of the executive officers or directors of
such reporting person, as applicable, has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
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<PAGE>
(f) FBR Financial Fund II, L.P. is a Delaware limited partnership; FBR
Financial Fund Management, L.L.C. is a Delaware limited liability company;
Friedman, Billings, Ramsey Investment Management, Inc. is a Delaware
corporation; and Friedman, Billings, Ramsey Group, Inc. is a Virginia
corporation; Friedman, Billings, Ramsey Group, Inc. Voting Trust is a Virginia
voting trust. Except as otherwise noted on Schedules I and II, each executive
officer and director of each incorporated Reporting Person is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration
The Fund purchased the Securities described in Item 4(a) of this
statement, which description is incorporated herein by reference, for an
aggregate purchase price of $5,000,000 from the funds under its control received
from its investors. The Fund is a limited partnership formed for the purpose of
making private equity investments. The partners of the Fund are institutional
and private investors.
Item 4. Purpose of Transaction
(a) The Fund is a limited partnership, formed for the purpose of making
private equity investments, the partners of which are institutional and private
investors.
As the Issuer has previously disclosed, ReadyCash Investment Partners,
L.P. ("ReadyCash"), has entered into a purchase agreement with the Issuer which
provides that the Issuer's Board of Directors will be increased from seven to
nine directors and two persons designated by ReadyCash will be elected to the
Issuer's Board of Directors. In connection with ReadyCash's purchase from the
Issuer, certain members of the Board of Directors of the Issuer are resigning
and ReadyCash is nominating for election a majority of the Board of Directors of
the Issuer. The Series A Preferred Stock purchased by ReadyCash pursuant to its
agreement with the Issuer is convertible into 1,333,333 shares of the Company's
Common Stock and prior to conversion represents approximately 19 percent of the
voting power of the Company's outstanding capital stock.
Immediately preceding the purchase by ReadyCash of the Issuer's
securities, the Fund entered into a Series A Preferred and Warrant Purchase
Agreement dated June 22, 1998 (the "Purchase Agreement") with ReadyCash and its
general partner, ReadyCash GP Corp. ("ReadyCash GP").
The Purchase Agreement incorporates a voting agreement for election of
directors, which states that so long as the Fund continues to hold any of the
Issuer's securities acquired under the Purchase Agreement, each of ReadyCash GP
and ReadyCash shall vote all of the shares of voting capital stock of the Issuer
which ReadyCash GP or ReadyCash holds or has the power to vote, and shall take
all other necessary or desirable actions within its control (including
attendance at meetings in person or by proxy for purposes of obtaining a quorum
and execution of written consents in lieu of meetings), so that: (i) one
representative designated by the Fund shall be elected to the Issuer's Board of
Directors; (ii) the removal from the Issuer's Board of Directors (with or
without cause) of any representative designated by the Fund shall be at the
Fund's written request, respectively, but only upon such written request and
under no other circumstances; and (iii) in the event that any representative
designated by the Fund ceases to serve as a member of the Issuer's Board of
Directors during his term of office, the resulting vacancy on the Issuer's Board
of Directors shall be filled by a representative designated by the Fund. If the
Fund fails to designate a representative to fill a directorship pursuant to
these terms, the individual previously holding such directorship shall be
elected to such position, or if such individual fails or declines to serve, the
election of an individual to such directorship shall be accomplished in
accordance with the Issuer's Bylaws and applicable law; provided that ReadyCash
GP and ReadyCash shall vote to remove such individual if the Fund so directs.
This voting agreement is incorporated
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<PAGE>
in the Purchase Agreement at paragraph 3B which is attached hereto as Exhibit C;
the Purchase Agreement and the voting agreement clause therein are incorporated
herein by reference.
Additionally, and pursuant to the Purchase Agreement, the Fund has
issued to ReadyCash GP an irrevocable proxy (the "Proxy") to vote its shares of
Series A Preferred Stock acquired under the Purchase Agreement (which until
conversion, vote one-to-one with the Common Stock) and to vote any shares of
Common Stock acquired by exercise of the Warrants acquired under the Purchase
Agreement. The Proxy will remain in effect until the earlier of (a) July 31,
2001, or (b) such time as the Fund is no longer the record owner of the Series A
Preferred whether by conversion, sale or other disposition. The Proxy is
attached hereto as Exhibit B and is incorporated herein by reference.
While the Reporting Persons reserve the right to develop plans or
proposals in the future, either individually or in conjunction with other
holders of the Issuer's securities, at present, the Reporting Persons have no
plans or proposals that relate to or would result in any of the following:
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) Sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any material change in the present capitalization or dividend
policy of the Company;
(e) Any other material change in the Company's business or corporate
structure;
(f) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(g) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(h) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of th
Securities Exchange Act of 1934, as amended; or
(i) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Pursuant to the Purchase Agreement, the Fund purchased from Ready
Cash 423,281 shares of Series A Preferred Stock (the "Series A Preferred") and
Warrants to purchase 103,574 shares of its Common Stock at an exercise price of
$15.00 per share (the "Warrants") for an aggregate purchase price of $5,000,000.
Each share of Series A Preferred is convertible at any time at the election of
its holder, into 0.7499997 shares of Common Stock (the Fund's Series A Preferred
is thus convertible into 317,461 shares of Common Stock) but until converted,
each share of Series A Preferred votes one-to-one with each share of Common
Stock. The Warrants are comprised of a Warrant to purchase 32,145 shares of
Common Stock from the Issuer which expires June 24, 2001 (the "Three-Year
Warrant") and a Warrant to purchase 71,429 shares of common stock from the
Issuer which expires June 24, 2005 (the "Seven-Year Warrant"). As of the date of
this filing, the Reporting Persons beneficially own 421,035 shares of Common
Stock (the "Shares"), including and computed as follows: 423,281 shares of the
Series A Preferred, convertible by a factor of .7499997 into 317,461 shares of
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<PAGE>
Common Stock; and 103,574 shares of Common Stock which the Reporting Persons
have the right to purchase under the Warrants.
The beneficial ownership, including the power to dispose or direct the
disposition of the Shares by the Reporting Persons breaks down as follows:
The Fund is the beneficial owner of 421,035 shares of Common Stock,
which represent approximately 5.6% of the Issuer's outstanding Common Stock (as
computed in the first paragraph of this Item).
FBR Financial Fund Management, L.L.C. is the beneficial owner of the
Shares, insofar as it is the General Partner of the Fund and has sole voting and
dispositive power over the Shares.
Friedman, Billings, Ramsey Investment Management, Inc. is the beneficial
owner of the Shares, insofar as it is the sole Managing Member of FBR Financial
Fund Management, L.L.C.
Friedman, Billings, Ramse Group, Inc. is the beneficial owner of the
Shares insofar as it is the sole stockholder of Friedman, Billings, Ramsey
Investment Management, Inc.
Friedman, Billings, Ramsey Group, Inc. Voting Trust is the beneficial
owner of the Shares insofar as it is a trust empowered to vote certain shares of
Friedman, Billings, Ramsey Group, Inc. The trustees have sufficient voting power
to control the outcome of all corporate actions submitted to a vote of share-
holders. The Trustees a re Emanuel J. Friedman, Eric F. Billings and W. Russell
Ramsey.
(b) Subject to the Proxy described in Item 4 and Item 6 and
incorporated herein by reference, the Fund has the sole power (i) to vote or to
direct the voting of and (ii) to dispose and to direct the disposition of the
420,035 shares of Common Stock beneficially owned by it, which shares represent
approximately 5.6% of the Issuer's outstanding Common Stock. The Fund's power to
vote and dispose of its shares rests with FBR Financial Fund Management, L.L.C.,
in its capacity as the Fund's General Partner (and in turn with Friedman,
Billings, Ramsey Investment Management, Inc., as the General Partner's Managing
Member and with Friedman, Billings, Ramsey Group, Inc., the Managing Member's
sole stockholder and, with regard to actions put to a vote of the shareholders,
with Friedman, Billings, Ramsey Group, Inc. Voting Trust, which has the power to
vote the controlling shares of Friedman, Billings, Ramsey Group, Inc.).
The Series A Preferred Stock purchased by ReadyCash pursuant to its
agreement with the Issuer is convertible into 1,333,333 shares of the Company's
Common Stock and prior to conversion represents approximately 19 percent of the
voting power of the Company's outstanding capital stock.
The number of shares beneficially owned by each of the Reporting
Persons and the percentage of outstanding shares represented thereby, have been
computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended, and the percentage of ownership of the Reporting Persons is
based on 7,056,811 issued and outstanding shares of Common Stock on May 29, 1998
as reported in the Issuer's Proxy Statement dated June 5, 1998.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
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<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
As described above in Item 4, the Fund has granted an irrevocable proxy
to ReadyCash GP Corp., the general partner of ReadyCash, with respect to the
securities of the Issuer purchased by the Fund. The description of the Proxy in
Item 4 and the Proxy, the form of which is attached as Exhibit B, are
incorporated herein by reference. As described above in Item 4, the Fund has
entered into a voting agreement with ReadyCash GP and ReadyCash. The voting
agreement is set forth in paragraph 3B of the Purchase Agreement. The
description of the voting agreement in Item 4 and the Purchase Agreement, the
form of which is attached as Exhibit C, are incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Joint Filing Agreement among FBR Financial Fund II, L.P., FBR Financial
Fund Management, L.L.C., Friedman, Billings, Ramsey Investment
Management, Inc. and Friedman, Billings Ramsey Group, Inc.
Irrevocable Proxy dated as of June 24, 1998, between FBR Financial Fund
II, L.P. and ReadyCash GP Corp.
Series A Preferred and Warrant Purchase Agreement, dated as of June 24,
1998, among FBR Financial Fund II, L.P., ReadyCash GP Corp. and
ReadyCash Investment Partners, L.P.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Dated: July 31, 1998
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
By: /s/ Emanuel J. Friedman
Name: Emanuel J. Friedman
Title: Chairman & CEO
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<PAGE>
SCHEDULE I
Following is a list of the executive officers and directors of Friedman,
Billings, Ramsey Group, Inc. as of July 31, 1998
Executive Officers:
Name Office
Emanuel J. Friedman Chief Executive Officer
Eric F. Billings Vice Chairman and
Chief Operating Officer
W. Russell Ramsey President and Secretary
Eric Y. Generous Executive Vice President and
Chief Financial Officer
Nicholas J. Nichols Executive Vice President and
Director of Compliance
Robert S. Smith Executive Vice President and
General Counsel
Kurt R. Harrington Treasurer and
Chief Accounting Officer
The business address for each executive officer is Friedman, Billings,
Ramsey Group, Inc., Potomac Tower, 1001 Nineteenth Street North, Arlington,
Virginia 22209.
Directors:
Name and Occupation Business Address
Emanuel J. Friedman Potomac Tower, 1001 Nineteenth St N.
Chief Executive Officer Arlington, Virginia 22209
Friedman, Billings, Ramsey Group, Inc.
Eric F. Billings Potomac Tower, 1001 Nineteenth St N.
Vice Chairman and Chief Operating Officer Arlington, Virginia 22209
Friedman, Billings, Ramsey Group, Inc.
W. Russell Ramsey Potomac Tower, 1001 Nineteenth St N.
President and Secretary Arlington, Virginia 22209
Friedman, Billings, Ramsey Group, Inc.
Wallace L. Timmeny 1500 K Street, N.W.
Partner Washington, D.C. 2005
Dechert, Price & Rhoades
Mark R. Warner 201 N. Union Street, Suite 300
Managing Director Alexandria, Virginia 222314
Columbia Capital Corporation
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<PAGE>
SCHEDULE II
Following is a list of the executive officers and directors of Friedman,
Billings, Ramsey Investment Management, Inc. as of July 31, 1998.
Executive Officers:
Name Office
Emanuel J. Friedman Chairman, Chief Executive Officer,
Treasurer and Assistant Secretary
Eric F. Billings Vice Chairman, Chief Operating Officer and
Assistant Secretary
W. Russell Ramsey President and Secretary
The business address for each executive officer is Friedman, Billings,
Ramsey Group, Inc., Potomac Tower, 1001 Ninetenth Street North, Arlington,
Virginia 22209.
Directors:
Name and Occupation
Emanuel J. Friedman
Chief Executive Officer
Friedman, Billings, Ramsey Group, Inc.
Eric F. Billings
Vice Chairman and Chief Operating Officer
Friedman, Billings, Ramsey Group, Inc.
W. Russell Ramsey
President and Secretary
Friedman, Billings, Ramsey Group, Inc.
The business address for each director is Friedman, Billings, Ramsey
Group, Inc., Potomac Tower, 1001 Nineteenth Street North, Arlington, Virginia
22209.
I:\CORPORAT\FBR\PVT_EQTY\TRM\MISC\FBR13-D.FNL
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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
A Joint Filing Agreement among 15
FBR Financial Fund II, L.P.,
FBR Financial Fund
Management, L.L.C., Friedman,
Billings, Ramsey Investment
Management, Inc. and
Friedman, Billings, Ramsey
Group, Inc.
B Irrevocable Proxy dated as of 16
June 24, 1998, between FBR
Financial Fund II, L.P. and
ReadyCash GP Corp.
C Series A Preferred and Warrant 17
Purchase Agreement, dated as
of June 24, 1998 among FBR
Financial Fund II, L.P.,
ReadyCash GP Corp. and
ReadyCash Investment Partners,
L.P.
- 14 -
<PAGE>
EXHIBIT A
SECTION 13
JOINT FILING AGREEMENT
Each of the undersigned is a person that may be required, from time to
time, to file statements pursuant to Section 13(d) or 13(g) of the Securities
Exchange Act of 1934 (the "Exchange Act") with the Securities and Exchange
Commission ("SEC"). Each of the undersigned may be required, from time to time,
to file such statements jointly with one or more of the other undersigned
persons pursuant to Rule 13d-1(f) under the Exchange Act in connection with each
of the undersigned's relationship to the FBR Financial Fund II, L.P. Each of the
undersigned agrees that any such statement filed with the SEC that is executed
by Friedman, Billings, Ramsey Group, Inc. shall be deemed to be filed on behalf
of the undersigned.
Dated July 31, 1998.
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
By: /s/ Emanuel J. Friedman
Name: Emanuel J. Friedman
Title: Chairman, CEO
FBR FINANCIAL FUND II, L.P.
By: FBR Financial Fund Management, L.L.C.,
Its General Partner
By: Friedman, Billings, Ramsey Investment
Management, Inc., its Managing Member
By: /s/ Emanuel J. Friedman
Name: Emanuel J. Friedman
Title: Chairman, CEO
FBR FINANCIAL FUND MANAGEMENT, L.L.C.
By: Friedman, Billings, Ramsey Investment
Management, Inc., its Managing Member
By: /s/ Emanuel J. Friedman
Name: Emanuel J. Friedman
Title: Chairman, CEO
FRIEDMAN, BILLINGS, RAMSEY INVESTMENT
MANAGEMENT, INC.
By: /s/ Emanuel J. Friedman
Name: Emanuel J. Friedman
Title: Chairman, CEO
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<PAGE>
EXHIBIT B
IRREVOCABLE PROXY
The undersigned, FBR FINANCIAL FUND II, L.P., a Delaware
limited partnership, being the record owner of 423,280 shares of Series A
Preferred Stock of TRM Copy Centers Corporation (the "Corporation") does hereby
appoint ReadyCash GP Corp., having an address at 1521 Locust Street,
Philadelphia, PA 19102 as its proxy to attend all meetings of the shareholders
of the Corporation with full power to vote and act for the undersigned in the
same manner and extent that the undersigned might were it personally present at
said meeting.
ReadyCash GP Corp. shall have full power to substitute another
person as the undersigned's proxy and to revoke the appointment of any such
substitute proxy.
This proxy is given in connection with an investment by the
undersigned in a partnership of which ReadyCash GP Corp. is the general partner
and is irrevocable until the sooner of (i) July 31, 2001, or (ii) such time as
the undersigned is no longer the record owner of shares of Series A Preferred
Stock of the Corporation whether by conversion, sale or other disposition. This
proxy is subject in all respects to the terms of paragraph 3B of that certain
Series A Preferred and Warrants Purchase Agreement dated as of June 22, 1998
among the undersigned, ReadyCash GP Corp. and ReadyCash Investment Partners,
L.P.
FBR FINANCIAL FUND II, L.P.
By: FBR Financial Fund Management, L.L.C.,
Its General Partner
By: Friedman, Billings, Ramsey Investment
Management, Inc., its Managing Member
By: __________________________________
Name:
Title:
Dated: June 24, 1998
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<PAGE>
EXHIBIT C
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SERIES A PREFERRED AND WARRANT
PURCHASE AGREEMENT
Dated June 22, 1998
Among
FBR FINANCIAL FUND II, L.P.,
READYCASH INVESTMENT PARTNERS, L.P.,
And
READYCASH GP CORP.
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<PAGE>
SERIES A PREFERRED AND WARRANT
PURCHASE AGREEMENT
This Series A Preferred and Warrant Purchase Agreement (this
"Agreement") is made as of June 22, 1998 among READYCASH INVESTMENT PARTNERS,
L.P., a Delaware limited partnership (the "Partnership"), READYCASH GP CORP., a
Delaware corporation ("ReadyCash"), and FBR FINANCIAL FUND II, L.P., a Delaware
limited partnership (the "Purchaser"). Except as otherwise indicated herein,
capitalized terms used herein are defined in Section 6 hereof.
RECITALS:
A. ReadyCash is the sole general partner of the Partnership.
The Partnership has entered into a certain Preferred Stock and Warrants
Purchase Agreement, dated March 29, 1998, as amended by Amendment No. 1,
day effective May __, 1998 (the "Purchase Agreement") with TRM Copy
Centers Corporation, an Oregon corporation (the "Company"), pursuant to
which the Partnership has agreed to purchase, and the Company has agreed
to sell, pursuant to the terms and conditions specified therein,
1,777,778 shares of Series A Preferred Stock, no par value (the "Series A
Preferred") of the Company, and warrants (the "Warrants") to acquire an
aggregate of 500,000 shares of the common stock, no par value (the
"Common Stock") of the Company, for an aggregate payment of $20,000,000.
B. Purchaser desires to purchase from the Partnership certain
of the Series A Preferred and the Warrants purchased by the Partnership
from the Company and to obtain certain agreements from the Partnership
and ReadyCash in connection with such purchase. The Partnership and
ReadyCash desire to enter into this Agreement as well.
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Authorization and Closing.
a. Purchase and Sale o f the Series A Preferred and the Warrants. At the
Closing, the Partnership (in its capacity as seller hereunder, the
"Seller")shall sell to Purchaser and, subject to the terms and conditions
set forth herein, Purchaser shall purchase from the Seller for an
aggregate amount equal to $5,000,000 (the "Purchase Price"), (i) 423,280
shares of Series A Preferred, having the rights and preferences set forth
in Exhibit A, (ii) Warrants with an expiration date of June 24, 2001,
substantially in the form attached hereto as Exhibit B-1, (the "3-Yea
Warrants") to acquire an aggregate of 32,143 shares of the Company's
Common Stock, and (iii) Warrants with an expiration date of June 24, 2005
substantially in the form attached hereto as Exhibit B-2 (the "7-Year
Warrants") to acquire an aggregate of 71,429 shares of the Company'
Common Stock.
b. Escrow of Purchase Price. On the date of this Agreement, the Purchaser
shall deposit the Purchase Price (net of the expense allowance withheld
pursuant to paragraph 1D) in escrow with the Partnership by wire transfer
of immediately available funds to the ReadyCash Escrow Account, account
number 4292227 (the "Escrow Account") at Jefferson Bank, Philadelphia,
Pennsylvania, ABA No. 031901482, to be held in escrow pending delivery to
the Company in connection with the purchase of the Partnership Securities
from the Company. Funds deposited by the Purchaser in the Escrow Account
shall bear interest at 7.5% per annum and all such accrued interest shall
be paid to Purchaser at the time such funds are released from the Escrow
Account. If the conditions precedent to Closing have not
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been satisfied by June 26, 1998, the Partnership and ReadyCash shall cause
all funds remitted by Purchaser to the Escrow Account, plus interest
accrued thereon (collectively, "Escrow Funds") to be promptly paid to the
Purchaser. The Partnership and ReadyCash jointly and severally indemnify
the Purchaser for any loss suffered by the Purchaser with respect to
Escrow Funds.
c. The Closing. The closing of the purchase and sale of the SeriesA Preferred
and the Warrants contemplated hereby (the "Closing") shall take place at
the offices of Friedman, Billings, Ramsey & Co., Inc., Arlington, Virginia
at 10:00 a.m. on June 22, 1998, or at such other place or on such othe
date as may be mutually agreeable to the Seller and Purchaser; provided
that if the Closing has not occurred by June 26, 1998, the Purchaser shall
have the right at any time thereafter to terminate this Agreement by
written notice to the Seller, at which time all obligations of the parties
hereunder shall terminate (other than the indemnification obligations set
forth in paragraph 1B, which shall survive such termination). At the
Closing, the Purchase Price shall be released to Seller from the Escrow
Account against delivery to the Purchaser (or its agent) of stock
certificates evidencing the Series A Preferred to be purchased by such
Purchaser and the Warrants to be purchased by such Purchaser, registered
in such Purchaser's or its nominee's name.
d. Expense Allowance. The Partnership shall pay
Purchaser $15,000 as an allowance in respect of
expenses (including fees and expenses of Kirkland &
Ellis) incurred by Purchaser in connection with the
negotiation and execution of this Agreement and the
consummation of the transactions contemplated by this
Agreement. Purchaser shall offset such expense
allowance against the Purchase Price to be remitted
to the Escrow Account pursuant to paragraph 1D.
e. Certain Distributions. From and after the Closing, at
any time that the Partnership proposes to make a
distribution to its partners of any portion of the
$1,000,000 contributed or paid to the Partnership to
pay or provide for Partnership expenses, the
Partnership shall pay to the Purchaser 23.81% of the
amount otherwise proposed to be distributed.
Section 2. Conditions Precedent to Closing.
The release of the funds deposited by Purchaser in
the Escrow Account to the Seller, and obligation of
Purchaser to purchase and pay for the Series A
Preferred and the Warrants at the Closing, is
subject to the satisfaction as of the Closing of the
following conditions:
a. Representations and Warranties; Covenants. The
representations and warranties contained in Section 5
hereof shall be true and correct at and as of the
Closing as though then made, except to the extent of
changes caused by the transactions expressly
contemplated herein and each of ReadyCash and the
Partnership shall have performed in all material
respects all of the covenants required to be
performed by it hereunder prior to the Closing.
b. Amendment of Articles of Incorporation. The Company's
Restated Articles of Incorporation (the "Certificate
of Incorporation") shall have been amended to include
the provisions set forth in Exhibit A hereto, shall
be in full force and effect under the laws of the
State of Oregon as of the Closing as so amended and
shall not have been further amended or modified.
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<PAGE>
c. Investors' Rights Agreement. The Company and the
Partnership shall have entered into an Investors'
Rights Agreement in form and substance as set forth
in Exhibit C attached hereto (the "Investors' Rights
Agreement"), and the Investors' Rights Agreement
shall be in full force and effect as of the Closing.
d. Purchase Agreement Conditions. All other conditions
precedent to the Partnership's, and all other
conditions precedent to the Company's, respective
obligations to consummate the purchase and sale of
the Series A Preferred and the Warrants under the
Purchase Agreement shall have been satisfied.
e. Agreement with Company. The Purchaser and Company
shall have entered into an agreement regarding
certain management rights granted by the Company to
the Purchaser in connection with Purchaser's purchase
of the Purchase Securities, substantially in the form
attached hereto as Exhibit D (the "Management Rights
Agreement"), and the Management Rights Agreement
shall be in full force and effect as of the Closing.
f. Funding of Partnership. The Partnership shall have
accepted subscriptions for, and received cash capital
contributions of, not less than $15,750,000.
g. Closing Documents. The Partnership or ReadyCash shall
have delivered to the Purchaser an Officer's
Certificate of ReadyCash, dated the date of the
Closing, stating that the conditions specified in
Section 1 and paragraphs 2A through 2F, inclusive,
have been fully satisfied, (ii) certified copies of
each of the documents required to be delivered by
the Company to the Partnership pursuant to Section
2.7 of the Purchase Agreement, and (iii) a copy of
the opinion of counsel required to be delivered to
the Partnership pursuant to Section 2.6 of the
Purchase Agreement, accompanied by a letter from
Stoel Rives, LLP, addressed to Purchaser and
acknowledging that Purchaser may rely on such
opinion as if it were addressed to Purchaser.
h. Proxy. The Purchaser shall have executed and
delivered to ReadyCash an irrevocable proxy to vote
its shares of Series A Preferred, substantially in
the form attached hereto as Exhibit E (the "Proxy"),
and the Proxy shall be in full force and effect as of
the Closing.
i. Compliance with Applicable Laws. The purchase of
Series A Preferred and the Warrants by the Purchaser
hereunder shall not be prohibited by any applicable
law or governmental rule or regulation and shall not
subject the Purchaser to any penalty, liability or,in
the Purchaser's sole judgment, other onerous
condition under or pursuant to any applicable law or
governmental rule or regulation, and the purchase of
the Series A Preferred and the Warrants by the
Purchaser hereunder shall be permitted by laws, rules
and regulations of the jurisdictions and governmental
authorities and agencies to which such Purchaser is
subject.
j. Waiver. Any condition specified in this Section 2 may
be waived if consented to by the Purchaser; provided
that no such waiver shall be effective against the
Purchaser unless it is set forth in a writing
executed by the Purchaser.
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Section 3. Covenants.
a. Amendment and Enforcement of Agreements.
To the fullest extent permitted thereunder, the Partnership hereby assigns to
Purchaser all rights arising under the Purchase Agreement and the Investors'
Rights Agreement in respect of the Partnership's purchase of the Purchaser
Securities, including without limitation, the right to assert claims for
indemnification pursuant to Section 8.10 of the Purchase Agreement. So long as
Purchaser continues to hold any Purchaser Securities, each of ReadyCash and the
Partnership agrees that (i) it will not, without the prior written consent of
the Purchaser, amend, modify or waive any provision of the Purchase Agreement,
or the Investor Rights' Agreement, (ii) the Partnership shall, and ReadyCash
shall cause the Partnership to, (a) maintain its existence and otherwise
preserve its rights to enforce its rights under the Purchase Agreement, and (b)
exercise all of its rights and remedies thereunder (including, without
limitation, any right to indemnification thereunder), and (iii) that Purchaser
shall be entitled to receive twenty-five percent (25%) of any indemnification
payment received by the Partnership in respect of any claim asserted under the
Purchase Agreement (to the extent that the payment relates to a claim common to
all holders of Partnership Securities).
b. Voting Agreement for Election of Director.
So long as Purchaser continues to hold any Purchaser Securities, each of
ReadyCash and the Partnership shall vote all of the shares of voting capital
stock of the Company which ReadyCash or the Partnership holds or has the power
to vote, and shall take all other necessary or desirable actions within its
control (including attendance at meetings in person or by proxy for purposes of
obtaining a quorum and execution of written consents in lieu of meetings), so
that: (i) one representative designated by Purchaser shall be elected to the
Company's Board of Directors (and the Purchaser hereby designates Edward E.
Cohen as its initial representative); (ii) the removal from the Company's Board
of Directors (with or without cause) of any representative designated hereunder
by Purchaser shall be at Purchaser's written request, respectively, but only
upon such written request and under no other circumstances; and (iii) in the
event that any representative designated hereunder by Purchaser ceases to serve
as a member of the Company's Board of Directors during his term of office, the
resulting vacancy on the Company's Board of Directors shall be filled by a
representative designated by the Purchaser. If Purchaser fails to designate a
representative to fill a directorship pursuant to the terms of this paragraph
3B, the individual previously holding such directorship shall be elected to such
position, or if such individual fails or declines to serve, the election of an
individual to such directorship shall be accomplished in accordance with the
Company's Bylaws and applicable law; provided that ReadyCash and the Partnership
shall vote to remove such individual if the Purchaser so directs.
c. Purchaser's Co-Sale Rights.
Each of ReadyCash and the Partnership agrees that, prior to making any sale,
exchange or other disposition (each, a "Transfer") of any Partnership Securities
(other than a Transfer of the Purchaser Securities to Purchaser hereunder and
any distribution of Partnership Securities by the Partnership to the partners of
the Partnership as of the date hereof) in excess of (or which, upon exercise or
conversion, would represent more than) 5% of the shares of Common Stock
represented by the Partnership Securities acquired by the Partnership pursuant
to the Purchase Agreement, ReadyCash or the Partnership, as the case may be (for
purposes of this paragraph 3C, a "Selling Holder") shall give at least twenty
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(20) days' prior written notice to Purchaser, which
notic (the "Sale Notice") shall identify the type
and amount of Partnership Securities to be sold (for
purposes of this Section 3.1(a), the "Offered
Securities"), describe the terms and conditions of
such proposed Transfer, and identify each prospective
transferee. Purchaser may, within twenty (20) days of
the receipt of the Sale Notice, give written notice
(a "Co- Sale Notice") to the Selling Holder that
Purchaser wishes to participate in such proposed
Transfer upon the terms and conditions set forth in
the Sale Notice, which Co-Sale Notice shall specify
the Securities that Purchaser desires to include in
such proposed Transfer. If Purchaser does not give
the Selling Holder a timely Co-Sale Notice with
respect to the Transfer proposed in the Sale Notice,
then the Selling Holder may Transfer such Offered
Securities on the terms and conditions set forth in
the Sale Notice at any time within 90 days after
expiration of the 30-day period for giving Co-Sale
Notices with respect to such Transfer. Any such
Offered Securities not Transferred by the Selling
Holder during such 90-day period will again be
subject to the provisions of this paragraph 3C upon
subsequent Transfer. If Purchaser gives the Selling
Holder a timely Co-Sale Notice, then the Selling
Holder shall use all reasonable efforts to cause the
prospective transferee(s) to agree to acquire all
Purchaser Securities identified in all Co-Sale
Notices that are timely given to the Selling Holder,
upon the same terms and conditions as applicable to
the Offered Securities. If the prospective
transferee(s) is unwilling or unable to acquire all
of such additional securities upon such terms, then
the Selling Holder may elect either to cancel such
proposed Transfer or to allocate the maximum number
of securities that each prospective transferee is
willing to purchase among the Selling Holder and the
Purchaser in the proportion that the number of
fully-diluted shares owned by each such holder bears
to the number of fully-diluted shares owned by both
such holders (not to exceed, however, with respect to
any such holder, the amount of securities proposed to
be transferred in such holder's Sale Notice or Co-
Sale Notice, as the case may be) and to consummate
such Transfer on those terms.
Section 4. Purchaser's Investment Representations.
Purchaser represents to the Partnership and ReadyCash that it is acquiring
the Purchaser Securities purchased hereunder or acquired pursuant hereto
for its own account with the present intention of holding such securities
for purposes of investment, and that it has no intention of selling such
securities in a public distribution in violation of the federal securities
laws or any applicable state securities laws; provided that the disposition
of such Purchaser Securities shall at all times be within the discretion of
the Purchaser.
Section 5. Representations and Warranties of the Partnership
and ReadyCash.
As a material inducement to the Purchaser to enter into this Agreement and
purchase the Series A Preferred and the Warrants hereunder, the Partnership
and ReadyCash jointly and severally represent and warrant to Purchaser as
follows:
a. Organization and Authority.
The Partnership is a limited partnership, and ReadyCash is a corporation,
duly organized, validly existing and in good standing under the laws of the
State of Delaware; each of ReadyCash and the Partnership has full power and
authority to execute, deliver and perform this Agreement to consummate the
transactions contemplated hereby and to perform its obligations hereunder, and
the execution, delivery and performance by it of this Agreement, the
consummation of the transactions contemplated hereby and the performance of its
obligations hereunder have been duly authorized by all necessary action on its
part.
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b. Enforceability.
This Agreement has been duly and validly executed and delivered by each of
ReadyCash and the Partnership and constitutes a legal and binding obligation of
each of ReadyCash and the Partnership, enforceable against each of ReadyCash and
the Partnership in accordance with its terms.
c. No Conflict.
The execution, delivery and performance by each of ReadyCash and the
Partnership of this Agreement and the performance by each of ReadyCash and the
Partnership of its obligations hereunder (including the consummation of the
transactions contemplated hereby) will not, with or without the giving of notice
or lapse of time, or both (i) violate any provision of law, statute, rule or
regulation to which ReadyCash or the Partnership is subject, (ii) violate any
order, judgment or decree applicable to ReadyCash or the Partnership or (iii)
conflict with, or result in a breach or default under, any term or condition of
ReadyCash's certificate of incorporation or bylaws, or the Partnership's
certificate of limited partnership or limited partnership agreement or any
agreement or instrument to which ReadyCash or the Partnership is a party or by
which it or its assets are bound.
d. Title to Purchaser Securities; Voting Power.
At the Closing, the Seller shall have, and upon consummation of the
transactions contemplated by this Agreement, Purchaser shall receive, good title
to the Purchaser Securities, free and clear of all claims, liens or
encumbrances. At the Closing, after giving effect to the transactions
contemplated by the Purchase Agreement and this Agreement, ReadyCash and the
Partnership shall have the exclusive right, by ownership or irrevocable proxy,
to exercise the voting rights with respect to securities of the Company
possessing not less than 35% of the aggregate ordinary voting power represented
by all classes of voting capital stock of the Company then outstanding.
e. Purchase Agreement Representations.
To the best of ReadyCash's knowledge after due inquiry, the representations
and warranties made by the Company in Section 5 of the Purchase Agreement are
true and correct in all material respects.
Section 6. Definitions.
a. Definitions. For the purposes of this Agreement, the
following terms have the meanings set forth below:
"Officer's Certificate" means a certificate signed by
ReadyCash's president, stating that (i) the officer
signing such certificate has made or has caused to be
made such investigations as are reasonably necessary
in order to permit him to verify the accuracy of the
information set forth in such certificate and (ii) to
the best of such officer's knowledge, such
certificate does not misstate any material fact and
does not omit to state any fact necessary to make the
certificate not misleading.
"Partnership Securities" means, collectively, (i) the
Series A Preferred and Warrants acquired by the
Partnership pursuant to the Purchase Agreement, and
(ii) any shares of Common Stock issued upon the
conversion or exercise the securities described in
clause (i) above.
"Person" means an individual, a partnership, a
corporation, a limited liability company, an
association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a
governmental entity or any department, agency or
political subdivision thereof.
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"Purchaser Securities" means, collectively, (i) the
Series A Preferred and Warrants acquired by the
Purchaser pursuant to this Agreement, and (ii) any
shares of Common Stock issued upon the conversion or
exercise the securities described in clause (i)
above.
Section 7. Miscellaneous.
a. Remedies. Each holder of Purchaser Securities shall
have all rights and remedies set forth in this
Agreement, the Certificate of Incorporation and all
rights and remedies which such holders have been
granted at any time under any other agreement or
contract and all of the rights which such holders
have under any law. Any Person having any rights
under any provision of this Agreement shall be
entitled to enforce such rights specifically (without
posting a bond or other security), to recover damages
by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by
law.
b. Amendments. No waiver, amendment or modification of
any provision of this Agreement shall be effective
unless set forth in a writing that specifically
refers to this Agreement and is executed by all of
the parties herein.
c. Survival of Representations and Warranties. All
representations and warranties contained herein or
made in writing by any party in connection herewith
shall survive the execution and delivery of this
Agreement and the consummation of the transactions
contemplated hereby, regardless of any investigation
made by any Purchaser or on its behalf.
d. Successors and Assigns. Except as otherwise expressly
provided herein, all covenants and agreement
contained in this Agreement by or on behalf of any of
the parties hereto shall bind and inure to the
benefit of the respective successors and assigns of
the parties hereto whether so expressed or not. In
addition, and whether or not any express assignment
has been made, the provisions of this Agreement which
are for Purchaser's benefit as a purchaser or holder
of Purchaser Securities are also for the benefit of,
and enforceable by, any subsequent holder of
Purchaser Securities.
e. Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as
to be effective and valid under applicable law, but
if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating
the remainder of this Agreement.
f. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, any one
of which need not contain the signatures of more than
one party, but all such counterparts taken together
shall constitute one and the same Agreement.
g. Descriptive Headings; Interpretation. The descriptive
headings of this Agreement are inserted for
convenience only and do not constitute a substantive
part of this Agreement. The use of the word
"including" in this Agreement shall be by way of
example rather than by limitation.
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h. Governing Law. The corporate law of the State of
Oregon shall govern all issues and questions
concerning the relative rights and obligations of the
Company and its stockholders. All other issues and
questions concerning the construction, validity,
enforcement and interpretation of this Agreement and
the exhibits and schedules hereto shall be governed
by, and construed in accordance with, the laws of th
Commonwealth of Virginia, without giving effect to
any choice of law or conflict of law rules or
provisions (whether of the Commonwealth of Virginia
or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other
than the Commonwealth of Virginia. In furtherance of
the foregoing, the internal law of the Commonwealth
of Virginia shall control the interpretation and
construction of this Agreement (and all schedules and
exhibits hereto), even though under that
jurisdiction's choice of law or conflict of law
analysis, the substantive law of some other
jurisdiction would ordinarily apply.
i. Notices. All notices, demands or other communications
to be given or delivered under or by reason of the
provisions of this Agreement shall be in writing and
shall be deemed to have been given when delivered
personally to the recipient, sent to the recipient by
reputable overnight courier service (charges prepaid)
or mailed to the recipient by certified or registered
mail, return receipt requested and postage prepaid,
at the address indicated below:
If to ReadyCash or the Partnership:
c/o ReadyCash GP Corp.
1521 Locust Street
10th Floor
Philadelphia, PA 19102
Attn: Daniel G. Cohen
fax: (215) 546-5388
If to Purchaser:
c/o Friedman, Billings, Ramsey, Investment
Management, Inc.
Potomac Tower
1001 Nineteenth Street North, 10th Floor
Arlington, Virginia 22209
Attn: George L. McCabe, Jr.
fax: (703) 312-9698
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
j. No Strict Construction. The parties hereto have
participated jointly in the negotiation and drafting
of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by
the parties hereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party
by virtue of the authorship of any of the provisions
of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first written above.
FBR FINANCIAL FUND II, L.P.
By: FBR Financial Fund Management, L.L.C.,
Its General Partner
By: Friedman, Billings, Ramsey Investment
Management, Inc., its Managing Member
By: __________________________________
Name:
Title:
READYCASH GP CORP.
Name:
Title:
READYCASH INVESTMENT PARTNERS, L.P.
By: ReadyCash GP Corp., its General Partner
By: __________________________________
Name:
Title:
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