Exhibit
10.29


 


FIFTH AMENDMENT TO THIRD
AMENDED AND RESTATED


BUSINESS LOAN AGREEMENT AND WAIVER


 


This Fifth Amendment to Third Amended and
Restated Business Loan Agreement and Waiver (“Amendment and Waiver”) is made as
of March 31, 2003 by and between Bank of America, N.A. (“Bank”) and TRM
Corporation (‘Borrower”).


 


RECITALS


 


A.           Borrower and Bank are parties to that Third Amended and
Restated Business Loan Agreement dated as of July 21, 2000.


 


B.            Borrower and Bank executed the First Amendment to Third
Amended and Restated Business Loan Agreement as of February 14, 2001, and
executed the Second Amendment to Third Amended and Restated Business Loan
Agreement as of April 1, 2001, and executed the Third Amendment to Third
Amended and Restated Business Loan Agreement as of August 9, 2001, and executed
the Fourth Amendment to Third Amended and Restated Business Loan Agreement as
of January 31, 2002. In addition the Third Amended and Restated Business Loan
Agreement has been amended by letter dated December 26, 2001 which extended the
Expiration Date from January 4, 2002 to January 31, 2002. The Third Amended and
Restated Business Loan Agreement dated as of July 21, 2000 as so amended is
referred to herein as the “Agreement.”


 


C.            Borrower has requested that Bank
extend the Expiration Date to June 30, 2004 and to grant the waiver set forth
below.


 


D.           
Bank has agreed to the extension and waiver requested upon the condition that
the amendment to the Agreement and the other terms set forth below are agreed
to. Borrower has agreed to such amendments and terms.


 


THEREFORE, the parties agree as follows:


 


AGREEMENT


 


1.             Definitions.  Capitalized terms used herein and not otherwise defined shall
have the meaning given in the Agreement.


 


2.             Release of Bank.  Borrower hereby releases Bank and it’s officers, agents,
successors and assigns from all claims of every nature known or unknown arising
out of or related to the Agreement or line of credit provided for therein which
now exists, or but for the passage of time, could be asserted, as of the date
Borrower signs this Amendment.


 


3.            Amendment
to Section 1.1(a).  Section
1.1(a) of the Agreement is amended in its entirety to read as follows:


 


                 “(a)          During the availability period described below, Bank will
provide a line of credit to the Borrower. The amount of the line of credit (the
“Commitment”) is equal to the lesser of the Borrowing Base and the amount
indicated for each period specified below:


 


	
  Period

  	
   

  	
  Amount

  	
   

  
	
  From March 31, 2003 through June 30, 2003

  	
   

  	
  $

  	
  19,000,000

  	
   

  
	
  From July 1, 2003 through September 30, 2003

  	
   

  	
  $

  	
  18,250,000

  	
   

  
	
  From October 1, 2003 through December 31, 2003

  	
   

  	
  $

  	
  17,500,000

  	
   

  
	
  From January 1, 2004 through March 31, 2004

  	
   

  	
  $

  	
  16,750,000

  	
   

  
	
  From April 1, 2004 through June 30, 2004

  	
   

  	
  $

  	
  16,000,000

  	
   

  
	
  After June 30, 2004

  	
   

  	
  $

  	
  -0-“

  	
   

  



 


The “Borrowing Base” at any time, shall be the sum of:


 


(i)                          75% of Eligible Accounts,
plus


 


(ii)                       10% of Eligible Paper and
Toner inventory, plus


 


(iii)                    75% of Fair Market Value of
Copy Machines and Automated Teller Machines, plus


 


(iv)                   10% of fixed assets.


 


 


1

















 


“Eligible Accounts” are those accounts less than 90 days from invoice
date arising from the credit sales recorded in Borrowees books and
records.  Delivery and/or shipment of a
product or service shall have been completed at the time of invoicing.  Eligible Accounts are to be valid and true
obligations due to Borrower under normal terms of sale and not subject to any
counterclaim or offset.  The following
accounts are not eligible and shall not be included in Eligible Accounts,
notwithstanding that such accounts are included in collateral pledged to Bank.


 


(i)                        Those portions of accounts
over 90 days from invoice date.


 


(ii)                     The entire account of an
account debtor is excluded if 25% of the total accounts owing from such account
debtor is more than 90 days from invoice date.


 


(iii)                  Accounts sold on datings.


 


(iv)                 Employee/shareholder accounts.


 


(v)                    Related or affiliated
accounts.


 


(vi)                 Cash/COD accounts.


 


(vii)              Bill and hold accounts.


 


(viii)            Accounts due from the federal government of the
United States.


 


(ix)                   Disputed Accounts. A


 


(x)                      Accounts subject to offsets
(contras).


 


(xi)                   Consignment accounts.


 


(xii)                 State, city, county or municipal accounts.


 


(xiii)             Pre-invoiced accounts.


 


(xiv)            Service and finance charges.


 


(xv)               Bankrupt accounts.


 


(xvi)            Foreign accounts.


 


(xvii)         Accounts or portion of accounts deemed unacceptable
by Bank in the exercise of its reasonable credit judgment.


 


“Eligible Paper and Toner Inventory” means such inventory which is in
good condition, free from defect, fully saleable in the ordinary course of
business and located in the United States. Eligible Paper and Toner Inventory
is to be valued at the lower of cost or market, expressed on a FIFO basis, net
of any reserves for shrinkage or obsolescence.


 


“Fair
Market Value of Copy Machines and Automated Teller Machines” means the lesser
of depreciated book value or fair market value for such items, assuming a sale
in bulk within a commercially reasonable period of time.  Such machines must be fully operable
machines in good condition which are not obsolete and which are fully useable
by Borrower in the ordinary course of business and which are located in the
United States.


 


4.             Amendment to Section 1.2.  Section 1.2 of the Agreement is amended by
changing the Expiration Date from June 30, 2003 to June 30, 2004.


 


5.             Waiver of Covenant Violation.  Bank waives Borrower’s failure to maintain
the debt coverage ratio required by Section 8.3 of the Agreement as of December
31, 2002, and as of the end of each month thereafter through March 31,
2003.  This waiver applies only to the
Covenant described herein.


 


6.             Commitment of March
25, 2003.  The parties
acknowledge that they have each executed a commitment letter dated March 25,
2003. Such commitment letter continues to be binding, and Bank and Borrower
anticipate that the Agreement and this Amendment and Waiver will be superseded
by the structure and documents consistent with such commitment letter.


 


 


2

















 


7.             No Further Amendment. Except as expressly
modified by this Amendment, the Agreement shall remain unmodified and in full
force and effect, and the parties hereby ratify their respective obligations
thereunder.  Without limiting the foregoing,
the Borrower expressly reaffirms and ratifies its obligations to pay or
reimburse Bank on request for all reasonable expenses, including legal fees,
actually incurred by Bank in connection with the preparation of this Amendment
and Waiver, any other amendment documents and the closing of the transactions
contemplated hereby and thereby.


 


8.             Miscellaneous


 


(a)
Entire Agreement.  This Amendment and Waiver comprises the
entire agreement of the parties with respect to the subject matter hereof and
supersedes all prior oral or written agreements, representations or commitments
other than the commitment letter referred to above.


 


(b)
Counterparts. This Amendment and
Waiver may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original, and all of which taken together shall constitute one and the
same Amendment and Waiver.


 


(c)
Governing Law. This Amendment and
Waiver and the other agreements provided for herein and the rights and
obligations of the parties hereto and thereto be construed and interpreted in
accordance with the laws of the State of Oregon.


 


(d)
Certain Agreements Not Enforceable.


 


UNDER OREGON LAW MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE
BY THE LENDERS AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER CREDIT
EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED
SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION,
AND BE SIGNED BY THE LENDERS TO BE ENFORCEABLE.


 


This Amendment and Waiver is executed as of
the date stated at the top of the first page.


 


	
  Bank of America

  	
   

  	
  TRM Corporation

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Typed Name:

  	
  Larry C. Ellis

  	
   

  	
  Typed Name: 

  	
  Danial J. Tierney

  
	
  Title:

  	
  Senior Vice President

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address where notices to
  Bank are to be sent.

  	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  
	
  Larry C. Ellis

  	
   

  	
  5208 NE 122nd Avenue

  
	
  Senior Vice President

  	
   

  	
  Portland, OR 97230-1074

  
	
  Bank of America, N.A.

  	
   

  	
   

  
	
  121 SW Morrison St. Suite
  1700

  	
   

  	
   

  
	
  Portland, OR  97204

  	
   

  	
   

  
							



 


 


3