749254--3/31/2006--TRM

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{system, service, information}

{operation, international, foreign}

{product, market, service}

{stock, price, share}

{cost, contract, operation}

{investment, property, distribution}

{provision, law, control}

{acquisition, growth, future}

{control, financial, internal}

{competitive, industry, competition}

{debt, indebtedness, cash}

{capital, credit, financial}

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The Forbearance Agreement increased the interest rates under our credit agreement, increasing our expense and reducing our ability to achieve profitability. Default under our Credit Agreement may constitute a default under our United States and United Kingdom vault cash agreements. Risks Related to Our Business Generally Our sales depend on transaction fees from our networks of ATMs and photocopiers. A decline in either transaction volume or the level of transaction fees could reduce our sales and harm our operating results. Fluctuations in foreign exchange rates could affect the amounts we report in our financial statements. Changes in technology could reduce use of ATMs and photocopiers and, as a result, reduce our sales. Both the ATM and photocopier markets are highly competitive, which could limit our growth or reduce our sales. Our failure to achieve and maintain adequate internal control in accordance with Section 404 of the Sarbanes-Oxley Act could result in a loss of investor confidence regarding our financial reports and have an adverse effect on our business, financial condition, results of operations and stock price. Risks Relating to Our ATM Business We may be unable to successfully integrate our ATM acquisitions, including the eFunds ATM acquisition, with our operations and to realize all of the anticipated benefits of those acquisitions. We depend on eFunds Corporation to provide many services on which we rely. If merchant-owned ATM customers terminate their relationships with us prior to the termination of their contracts or do not renew their contracts upon their expiration, it could reduce our ATM sales. Increases in interest rates will increase our expenses. Our international operations may not be successful. Our ATM business operates in a changing and unpredictable regulatory environment. New government and industry standards will increase our costs and, if we cannot meet compliance deadlines, could require us to remove non-compliant machines from service. If we, our transaction processors, our EFTNs or our other service providers experience system failures, the ATM products and services we provide could be delayed or interrupted, which would harm our business. We rely on EFTNs and transaction processors; if we cannot renew our agreements with them, if they are unable to perform their services effectively or if they decrease the level of the transaction fees we receive, it could harm our business. We obtain our United States ATM vault cash under an arrangement that could cause us to lose our access to the vault cash and to fees that we have earned due to circumstances beyond our control. We experienced substantial theft losses in our ATM operations in 2005. If these losses were to continue, our results of operations would be harmed. Risks Relating To Our Photocopier Business Loss of our photocopier placement contract with Albertson s would materially reduce our photocopier sales. The average remaining term of our photocopier placement contracts is approximately nine months. To the extent merchants do not renew their contracts with us, our photocopier sales will decline. If photocopy volumes continue to decline, it could reduce our sales. Risks Relating to Our Common Stock We do not plan to pay dividends on our common stock. Our charter documents and Oregon law may inhibit a takeover that shareholders may consider favorable.

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749254--3/31/2006--TRM_CORP