exv10w8xay



 






	 	 	 	 	 



Exhibit 10.8(a)




FOURTEENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT





     THIS FOURTEENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of November 2, 2007 (this
“Amendment”), is entered into among TRM Inventory Funding Trust (“Borrower”), TRM
ATM Corporation, in its individual capacity (“TRM ATM”) and as Servicer (in such capacity,
“Servicer”), Autobahn Funding Company LLC (“Lender”), DZ Bank AG Deutsche
Zentral-Genossenschaftsbank, as Administrative Agent (in such capacity, “Administrative
Agent”) and as Liquidity Agent (in such capacity “Liquidity Agent”), and U.S. Bank
National Association, as Collateral Agent (“Collateral Agent”).



RECITALS




     A. Borrower, TRM ATM, Servicer, Lender, Administrative Agent, Liquidity Agent and Collateral
Agent are each a party to that certain Loan and Servicing Agreement, dated as of March 17, 2000 (as
amended, the “Agreement”); and



     B. The parties to the Agreement desire to amend the Agreement as hereinafter set forth.



AGREEMENT




          1. Certain Defined Terms. Capitalized terms used but not defined herein shall have
the meanings ascribed thereto in the Agreement.




          2. Amendments to Agreement. Effective as of Effective Date (as defined in Section 3
below), the Agreement shall be amended as follows:





     2.1 Clause (ix) of the definition of “Servicer Event of Default” is
hereby amended and restated in its entirety as follows: “(ix) The Tangible
Net Worth of TRM shall at any time be less than $12,000,000; or”.




     2.2 The first sentence of Section 8.02(c) shall be amended and restated
in its entirety as follows: “The Servicer shall maintain with respect to
the Servicer’s officers and directors one or more D&O insurance policies
with an aggregate amount of coverage equal to not less than $10,000,000.”



          3. Conditions to Effectiveness and Retroactive Application of Amendments. This
Amendment shall become effective as of the date first written above (the “Effective Date”) when the
Administrative Agent shall have received counterparts of this Amendment, duly executed by all
parties hereto. Upon the Effective Date, the amendment in Section 2.1 hereof shall be deemed to
have taken effect on September 30, 2007 and the amendment in Section 2.2 hereof shall be deemed to
have taken effect on July 1, 2007.




40









 








          4. Representations and Warranties. Each of the Borrower, TRM ATM and Servicer
represents and warrants to the other parties hereto that (a) each of the representations and
warranties of such Person set forth in the Agreement is true and correct as of the date of the
execution and delivery of this Amendment by such Person, with the same effect as if made on such
date, (b) the execution and delivery by such Person of this Amendment and the performance by such
Person of its obligations under the Agreement, as amended hereby (as so amended, the “Amended
Agreement”), (i) are within the powers of such Person, (ii) have been duly authorized by all
necessary action on the part of such Person, (iii) have received all necessary governmental
approval and (iv) do not and will not contravene or conflict with (A) any provision of law or the
certificate of incorporation or by-laws or other organizational documents of such Person or (B) any
agreement, judgment, injunction, order, decree or other instrument binding on such Person and (c)
the Amended Agreement is the legal, valid and binding obligation of such Person enforceable against
such Person in accordance with its terms.




          5. Effect of Amendment. Except as expressly amended and modified by this Amendment,
all provisions of the Agreement shall remain in full force and effect. After this Amendment
becomes effective, all references in the Agreement to “this Agreement,” “hereof,” “herein” or words
of similar effect referring to the Agreement shall be deemed to be references to the Agreement as
amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive,
amend or supplement any provision of the Agreement other than as set forth herein.




          6. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties on separate counterparts, and each counterpart shall be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.




          7. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the law of the State of New York without regard to any otherwise applicable principles of
conflict of laws.




          8. Section Headings. The various headings of this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this Amendment, the
Agreement or any provision hereof or thereof.




41









 








     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	TRM INVENTORY FUNDING TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wilmington Trust Company, not in its

individual capacity, but solely as Owner

Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Michael G. Oller, Jr.	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael G. Oller, Jr.		 
	 

	 	 	 	Title: Senior Financial
Services Officer		 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	TRM ATM CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael J. Dolan	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael J. Dolan

Title: Chief Financial Officer	 	 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	AUTOBAHN FUNDING COMPANY LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	DZ Bank AG Deutsche Zentral-

Genossenschaftsbank, as its attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Patrick F. Preece	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Patrick F. Preece	 	 
	 

	 	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Christian Haesslein	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Christian Haesslein	 	 
	 

	 	 	 	Title: Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	DZ BANK AG DEUTSCHE ZENTRAL-

     GENOSSENSCHAFTSBANK,

     as Administrative Agent and Liquidity Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Patrick F. Preece	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Patrick F. Preece	 	 
	 

	 	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Christian Haesslein	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Christian Haesslein	 	 
	 

	 	 	 	Title: Assistant Vice President	 	 






42









 






	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Shannon M. Rantz	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Shannon M. Rantz	 	 
	 

	 	 	 	Title: Vice President	 	 






43









 






November 2, 2007




Wilmington Trust Company,

    not in its individual capacity

    but solely as Owner Trustee

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-0001

Attention: Corporate Trust Administration




Re: Fourteenth Amendment to Loan and Servicing Agreement




     We refer (i) to the Deposit Trust Agreement, dated as of March 14, 2000 (the “Trust
Agreement”), among TRM ATM Corporation, as Administrator, GSS Holdings, Inc., as Depositor, and
Wilmington Trust Company, not in its individual capacity but solely as owner trustee (the “Owner
Trustee”) and (ii) the Administration Agreement, dated as of March 17, 2000 (the “Administration
Agreement”) between TRM Inventory Funding Trust and TRM ATM Corporation, as Administrator (the
“Administrator”). Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in or by reference in the Trust Agreement.



     The undersigned, being the Administrator of the Trust pursuant to the Administration
Agreement, hereby requests and directs you, as Owner Trustee, to execute and deliver the Fourteenth
Amendment to the Loan and Servicing Agreement, in such form as may be tendered to the Owner Trustee
by Mayer Brown LLP. By acknowledging below, the Certificateholders acknowledge, agree and consent
to your execution of such documents, and join in giving the instruction and direction set forth in
the preceding sentence.



     In order to induce you to take the foregoing action, we hereby agree to indemnify Wilmington
Trust Company, its directors, officers, employees, and agents (individually, an “Indemnitee”) for,
and agree to hold each Indemnitee harmless against, any liability, loss or expense (including,
without limitation legal and other professional fees and expenses) incurred by an Indemnitee in
connection with or arising out of the taking by Wilmington Trust Company, as Owner Trustee, of the
foregoing requested action, all in accordance with Section 6.9 of the Trust Agreement.



44









 




     This letter of instruction may be executed in any number of counterparts, each of which when
executed and delivered shall be an original, but all of which together shall constitute but one and
the same instrument.



	 	 	 	 	 
	 	Very truly yours,


TRM ATM CORPORATION, as Administrator

 	 
	 	By:  	Michael J. Dolan
 	 
	 	 	Name:  	Michael J. Dolan 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 

	 	 	 	 
	Acknowledged, Agreed and Consent to:

 	 	 
	AUTOBAHN FUNDING COMPANY LLC	 	 
	 
	 	 	 	 
	By: DZ Bank AG Deutsche Zentral-

   Genossenschaftsbank,

   As its attorney-in-fact	 	 
	 
	 	 	 	 
	By:	 	/s/ Patrick F. Preece	 	 	 

	 
	 	 	 	 

	 	 	 
	 	 	Name: Patrick F. Preece	 

	 	 	 
	 	 	Title: Senior Vice President	 

	 	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Christian Haesslein	 

	 	 	 
	 	 	 	 

	 	 	 
	 	 	Name: Christian Haesslein	 

	 	 	 
	 	 	Title: Assistant Vice President	 

	 	 	 
	 
	 	 	 	 
	GSS HOLDINGS, INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Bernard J. Angelo	 	 
	 

	 	 	 	 
	 

	 	Name: Bernard J. Angelo	 	 
	 

	 	Title: Vice President	 	 






45