Exhibit
10.2

    


    FIRST
AMENDMENT TO AMENDED AND RESTATED

    LOAN
AND SECURITY AGREEMENT

    


    THIS FIRST
AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of October 21,
2010 and effective as of September 3, 2010, by and between ACCESS TO
MONEY, INC.
("Borrower"); TRM ATM
CORPORATION, ACCESS TO MONEY ACQUISITION CORPORATION F/K/A TRM ATM ACQUISITION
CORPORATION, LJR CONSULTING CORP., AND ACCESS TO MONEY-SL, INC. (each individually, a
“Guarantor” and collectively, the
“Guarantors”); LAMPE,
CONWAY & CO., LLC, (“Lampe”) and the lenders party
hereto (the “Lenders”).

     

    BACKGROUND

     

    A.           Borrower,
Lampe and the Lenders have previously entered into a certain Amended and
Restated Loan and Security Agreement dated September 3, 2010 (as amended and as
it may be further amended, supplemented or restated from time to time, the
“Loan
Agreement”).

     

    B.           The
repayment of the Obligations under the Loan Agreement are secured by a second
priority lien on substantially all of Borrower’s assets.  The
repayment of the Obligations is guaranteed by the Guarantors.

     

    C.           Sovereign
Bank (“Bank”), Borrower
and Guarantors are parties to that certain Loan and Security Agreement dated
September 3, 2010 (as amended, and as it may be amended, supplement or restated
from time to time, the “Sovereign Loan Agreement”).
Pursuant to the Sovereign Loan Agreement, the Bank provided senior financing to
Borrower.

     

    D.           Lampe,
the Lenders and Bank are parties to that certain Intercreditor and Subordination
Agreement dated September 3, 2010 (as amended, the “Intercreditor Agreement”),
wherein Bank, Lampe and the Lenders agreed to set forth certain rights and
remedies relating to their respective loans and Collateral (as defined in the
Intercreditor Agreement).

     

    E.           Pursuant
to a Subordinated Promissory Note dated April 18, 2008 (the “Falcone Note”), as
amended, Borrower is indebted to Douglas Falcone (“Falcone”) in the amount of
$9,754,465.00.  The Falcone Note is subordinated to the Obligations
under the Loan Agreement not only by its terms, but pursuant to a Subordination
Agreement dated September 3, 2010.

     

    F.           Borrower,
Lampe and the Lenders are entering into this Amendment to, inter alia,  amend
certain terms and conditions of the Loan Agreement on the terms and subject to
the conditions set forth herein.

     

    G.           Capitalized
terms not otherwise defined in this Amendment shall have the meanings set forth
therefor in the Loan Agreement.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    NOW THEREFORE in consideration
of the foregoing premises and intending to be legally bound, the parties hereto
agree as follows:

     

    1.           Amendment
to Defined Term “Interest Payment Dates”.  The defined term
“Interest Payment Dates” is hereby amended by deleting the reference to “April
18 and October 18” contained therein and replacing it with “September 3 and
March 3”.

     

    2.           Amendment
to Section 10.17.  Section 10.17 of the Loan Agreement is
hereby amended by deleting the reference to “$3,750,000.00” contained therein
and replacing it with “$3,250,000.00”.

     

    3.           Amendment
to Section 11.1.  Section 11.1 is hereby amended by deleting
the reference to “$2,200,000.00” contained therein and replacing it with
“$1,450,000.00”.

     

    4.           Covenants
and Representations and Warranties.  Borrower
hereby:

     

    4.1           ratifies,
confirms and agrees that the Loan Agreement, as amended by this Amendment, and
all Loan Documents, are valid, binding and in full force and effect as of the
date of this Amendment.

     

    4.2           agrees
it does not have any defense, set-off, counterclaim or challenge against the
payment of any sums owed or owing under the Loan Agreement and the Loan
Documents or the enforcement of any of the terms of the Loan Agreement or the
Loan Documents.

     

    4.3           ratifies,
confirms and continues all liens, security interests, pledges, rights and
remedies granted to Lenders in the Loan Agreement and the Loan Documents and
agrees that such liens, security interests and pledges shall secure all of the
Obligations under the Loan Agreement and the Loan Documents as amended by this
Amendment.

     

    4.4           represents
and warrants that all representations and warranties in the Loan Agreement and
the Loan Documents are true, correct and complete as of the date of this
Amendment.

     

    4.5           represents
and warrants that all schedules and exhibits attached to and made part of the
Loan Agreement and the Loan Documents, as modified in Exhibit
A  hereto, are true, correct and complete as of the date of
this Amendment.

     

    4.6           represents
and warrants that no condition or event exists after taking into account the
terms of this Amendment which would constitute a Default or an Event of
Default.

     

    4.7           represents
and warrants that the execution and delivery of this Amendment by Borrower and
all documents and agreements executed and delivered by Borrower pursuant to this
Amendment:

     

    (a)           have
been duly authorized by all requisite corporate action of
Borrower;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)           at
the time of delivery, did not conflict with or result in a breach of, or
constitute a default (or with the passage of time or the giving of notice or
both, will constitute a default) under, any of the terms, conditions, or
provisions of any applicable statute, law, rule, regulation or ordinance or
Borrower’s Certificate of Incorporation or bylaws, as applicable, or any
indenture, mortgage, loan or credit agreement or instrument to which Borrower is
a party or by which it may be bound or affected, or any judgment or order of any
court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign; and

     

    (c)           at
the time of delivery, will not result in the creation or imposition of any lien,
charge or encumbrance of any nature whatsoever upon any of the property or
assets of Borrower under the terms or provisions of any such agreement or
instrument, except liens in favor of the Lenders and Lampe, or liens in favor of
Bank or their agent.

     

    5.           Deliveries.  Prior
to or coincident with the execution of the Amendment by Lampe and the Lenders,
Borrower shall deliver to Lampe, each of the following:

     

    5.1           Executed
Amendment Documents.  Borrower and all other required persons
and entities will have executed and delivered to Lampe this
Amendment.

     

    5.2           Executed
Bank Amendment.  An Amendment to the Sovereign Loan Agreement
shall have been executed by Borrower and all other parties thereto.

     

    6.           Consent
to Amendment.  Lampe and the Lenders each hereby consents to
Borrower entering into a First Allonge to Amended and Restated Subordinated
Promissory Note in favor of Douglas Falcone, dated as of October 21, 2010 and
effective as of September 3, 2010, substantially in the form attached hereto as
Exhibit
B.  The foregoing consent shall satisfy all provisions under
the Loan Documents which require the notice, consent or waiver to or of Lampe
and the Lenders in connection with the foregoing.

     

    7.           Additional
Documents; Further Assurances.   Borrower covenants and agrees
to execute and deliver to Lampe, or to cause to be executed and delivered, at
the sole cost and expense of Borrower, from time to time, any and all other
documents, agreements, statements, opinions, resolutions, certificates, consents
and information as Lampe shall reasonably request to evidence or effect the
terms hereof or to enforce or protect Lampe’s and the Lenders’
rights.  All of such documents, agreements, statements, opinions,
resolutions, certificates, consents and information shall be in form and content
reasonably acceptable to Lampe.

     

    8.           Certain
Fees, Costs, Expenses and Expenditures.  Borrower agrees to pay
all of Lampe’s and the Lenders’ reasonable costs and expenses in connection with
the review, preparation, negotiation, documentation and closing of this
Amendment and the consummation of the transactions contemplated hereunder,
including without limitation, costs, fees and expenses of counsel retained by
Lampe and the Lenders and all fees related to filings, recording of documents
and searches, whether or not the transactions contemplated hereunder are
consummated.  Nothing contained herein shall limit in any manner
whatsoever Lampe’s and the Lenders’ right to reimbursement under the Loan
Agreement or any of the Other Documents.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    9.           No
Novation.  Nothing contained herein and no actions taken
pursuant to the terms hereof are intended to constitute a novation of the Loan
Agreement or any of the Other Documents and shall not constitute a release,
termination or waiver of any of the liens, security interests, rights or
remedies granted to Lampe and the Lenders in the Loan Agreement or the Other
Documents.

     

    10.         No
Waiver.  Borrower acknowledges and agrees that
nothing herein contained nor any actions taken by Lampe and the Lenders in
connection herewith shall constitute nor shall they be deemed to be a waiver,
release or amendment of or to any rights, remedies, or privileges afforded to
Lampe and the Lenders under the Loan Agreement and the Loan
Documents.  Nothing herein shall constitute a waiver by Lampe or the
Lenders of Borrower’s compliance with the terms of the Loan Agreement, as
amended hereby, and the Loan Documents, nor shall anything contained herein
constitute an agreement by Lampe or the Lenders to enter into any further
amendments with Borrower.

     

    11.         Inconsistencies.  To
the extent of any inconsistency between the terms and conditions of this
Amendment and the terms and conditions of the Loan Agreement or the Loan
Documents, the terms and conditions of this Amendment shall
prevail.  All terms and conditions of the Loan Agreement and Loan
Documents not inconsistent herewith shall remain in full force and effect and
are hereby ratified and confirmed by Borrower.

     

    12.         Binding
Effect.  This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.

     

    13.         Headings.  The
headings of the Sections of this Amendment are inserted for convenience only and
shall not be deemed to constitute a part of this Amendment.

     

    14.         Severability.  The
provisions of this Amendment and the Loan Agreement and the Other Documents are
deemed to be severable, and the invalidity or unenforceability of any provision
shall not affect or impair the remaining provisions which shall continue in full
force and effect.

     

    15.         Law
Governing.  This Amendment has been made, executed and
delivered in the State of New Jersey and will be construed in accordance with
and governed by the laws of such State, without regard to any rules or
principles regarding conflicts of law or any rule or canon of construction which
interprets agreements against the draftsman.

     

    16.         Counterparts;
Facsimile Signatures.  This Amendment may be executed in any
number of counterparts, all of which when taken together constitute one and the
same instrument, and any of the parties hereto may execute this Amendment by
signing any such counterpart.  Any signature delivered via facsimile
shall be deemed an original signature hereto.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    17.           Waiver of Right to Trial by
Jury.  BORROWER, LAMPE AND LENDERS WAIVE ANY RIGHT TO TRIAL BY
JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS
AMENDMENT, (b) ARISING UNDER THE LOAN AGREEMENT OR ANY OF THE OTHER DOCUMENTS OR
(c) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
BORROWER, WITH RESPECT TO THIS AMENDMENT, THE LOAN AGREEMENT OR ANY OF THE OTHER
DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE, BORROWER, LAMPE AND LENDERS AGREE AND
CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF BORROWER, LAMPE AND THE LENDERS TO THE WAIVER OF
THEIR RIGHT TO TRIAL BY JURY.  BORROWER ACKNOWLEDGES THAT IT HAS HAD
THE OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING THIS SECTION, THAT IT FULLY
UNDERSTANDS ITS TERMS, CONTENT AND EFFECT, AND THAT IT VOLUNTARILY AND KNOWINGLY
AGREE TO THE TERMS OF THIS SECTION.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above
written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	
                                                            BORROWER:

                                                          
	 
	
                                                            ACCESS TO MONEY, INC., a
      Delaware

                                                          
	
                                                            corporation

                                                          
	 	 
	
                                                            By:

                                                          	
                                                            /s/ Michael J. Dolan

                                                          
	
                                                            Name/Title:

                                                          	
                                                            Michael J. Dolan, Chief Financial
      Officer

                                                          
	 
      
	
                                                            Acknowledged
      and Agreed as of the date above:

                                                          
	 
	
                                                            GUARANTORS:

                                                          
	 
	
                                                            ACCESS
      TO MONEY ACQUISITION 

                                                            CORPORATION

                                                          
	 	 
	
                                                            By:

                                                          	
                                                            /s/ Michael J. Dolan

                                                          
	
                                                            Name/Title:

                                                          	
                                                            Michael J. Dolan, Chief Financial
      Officer

                                                          
	 
	
                                                            LJR
      CONSULTING CORP.

                                                          
	 	 
	
                                                            By:

                                                          	
                                                            /s/ Michael J. Dolan

                                                          
	
                                                            Name/Title:

                                                          	
                                                            Michael J. Dolan, Chief Financial
      Officer

                                                          
	 
	
                                                            TRM
      ATM CORPORATION

                                                          
	 	 
	
                                                            By:

                                                          	
                                                            /s/ Michael J. Dolan

                                                          
	
                                                            Name/Title:

                                                          	
                                                            Michael J. Dolan, Chief Financial
      Officer

                                                          
	 
	
                                                            ACCESS
      TO MONEY-SL, INC.

                                                          
	 	 
	
                                                            By:

                                                          	
                                                            /s/ Michael J. Dolan

                                                          
	
                                                            Name/Title:

                                                          	
                                                            Michael J. Dolan, Chief Financial
      Officer

                                                          


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  LENDERS:

                                                
	 
	
                                                  LC CAPITAL MASTER FUND,
      LTD.

                                                
	 	 
	
                                                  By:

                                                	
                                                  /s/ Richard F. Conway

                                                
	
                                                  Name/Title:

                                                	
                                                  Richard F. Conway,
  Director

                                                
	 
	
                                                  CADENCE
      SPECIAL HOLDINGS II, LLC

                                                
	 	 
	
                                                  By:

                                                	
                                                  /s/ Philip R. Broenniman

                                                
	
                                                  Name/Title:

                                                	
                                                  Philip R. Broenniman,

                                                
	 
      	
                                                  Authorized Signatory

                                                
	 
      
	
                                                  ADMINISTRATIVE
      AGENT:

                                                
	 
	
                                                  LAMPE,
      CONWAY & CO., LLC

                                                
	 	 
	
                                                  By:

                                                	
                                                  /s/ Richard F. Conway

                                                
	
                                                  Name/Title:

                                                	
                                                  Richard F. Conway, Managing
      Director

                                                
	 
      
	
                                                  COLLATERAL
      AGENT:

                                                
	 
	
                                                  LAMPE,
      CONWAY & CO., LLC

                                                
	 	 
	
                                                  By:

                                                	
                                                  /s/ Richard F. Conway

                                                
	
                                                  Name/Title:

                                                	
                                                  Richard F. Conway, Managing
      Director