**Exhibit 10.1**

 

**SECONDAMENDMENT TOBUSINESS LOAN AGREEMENT**

 

 

This SECOND AMENDMENT TO BUSINESS LOAN AGREEMENT (“Amendment”) isentered into as of April 30, 2004,****between TRMCORPORATION (the “Borrower”) and BANK OF AMERICA, N.A. (the “Bank”).

**RECITALS**

A.            Borrower and Bankare parties to that certain Business Loan Agreement entered into as ofMay 15, 2003, as amended by First Amendment to Business Loan Agreemententered into as of March 25, 2004 (the “Business Loan Agreement”).

B.            Borrower and Bankdesire to amend the Business Loan Agreement as set forth herein.

NOW THEREFORE, the parties agree as follows:

**AGREEMENT**

1.             **Recitals**.  TheRecitals are true.

2.             **Definitions**. Capitalized terms used herein and not otherwise defined shall have themeaning given in the Business Loan Agreement.

3.             **Amendment toSection 1.2 of the Business Loan Agreement**.  Section 1.2 of the Business LoanAgreement is amended in its entirety to read:

“1.2         AvailabilityPeriod.  The line of credit isavailable between the date of this Agreement and May 31, 2004, or suchearlier date as the availability may terminate as provided in this Agreement(the “Facility No. 1 Expiration Date”).”

4.             **Release**.  Borrowerhereby releases Bank and its officers, agents, successors and assigns from allclaims of every nature known or unknown arising out of or related to theBusiness Loan Agreement which exist, or but for the passage of time, could beasserted, on the date Borrower signs this Amendment.

5.             **No Further Amendment, Expenses**.  Except as expressly modified by thisAmendment, the Business Loan Agreement and all other documents executed by theparties in connection with the transactions contemplated by the Business LoanAgreement shall remain unmodified in full force and effect and the partieshereby ratify their respective obligations thereunder.  Without limiting the foregoing, Borrowerexpressly reaffirms and ratifies its obligation to pay or reimburse Bank onrequest for all reasonable expenses, including legal fees 

 

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actually incurred by Bank in connection with thepreparation of this Amendment, any other amendment documents and the closing ofthe transaction contemplated hereby and thereby.

6.             **Effective Date**.  Theforegoing provisions are effective upon execution hereof.

7.             **Miscellaneous**.

                (a)           **Counterparts**.  This Amendment may be executed in any numberof counterparts and by different parties hereto in separate counterparts, eachof which when so executed shall be deemed to be an original, and all of whichtaken together shall constitute one and the same Amendment, it being understoodthat the Bank may rely on a facsimile counterpart signature page hereof forpurpose of determining whether a party hereto has executed a counterparthereof.

                (b)           **Governing Law**.  This Amendment and the other agreementsprovided for herein and the rights and obligations of the parties hereto andthereto shall be construed and interpreted in accordance with the laws of theState of Oregon.

                (c)           **Certain Agreements NotEnforceable**.  **UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY THELENDERS AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER CREDIT EXTENSIONSWHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BYTHE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION, AND BESIGNED BY THE LENDERS TO BE ENFORCEABLE.**

EXECUTED AND DELIVERED by the duly authorized officers of the partiesas of the date first above written.

 
| ** ** | **BORROWER:** | **TRM CORPORATION**        |
|------------|---------------|----------------------------|
|       |          |                       |   |
|       |          | By:                        | /s/ Kenneth Lewis Tepper |
|       |          |                       | Name: Kenneth Lewis Tepper |
|       |          |                       | Title: President and Chief  Executive Officer |
|       |          |                       |   |
| ** ** | **BANK:**     | **BANK  OF AMERICA, N.A.** |
|       |          |                       |   |
|       |          | By:                        | /s/ Eric Eidler |
|       |          |                       | Name: Eric Eidler |
|       |          |                       | Title: Senior Vice  President |

 

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**CONSENTS OF GUARANTORS**

 

The undersigned Guarantor,TRM Copy Centers (USA) Corporation, consents to the execution and delivery ofthe First Amendment to Business Loan Agreement between Bank of America, N.A.and TRM Corporation set forth above and agrees that its Continuing Guarantydated March 17, 2000 shall continue to be applicable to all indebtednessof TRM Corporation to Bank of America, N.A., including without limitation allindebtedness under the Business Loan Agreement dated May 15, 2003, asamended by the First Amendment thereto and as amended by the Amendment setforth above, subject however to the Thirty Million Dollar ($30,000,000) limitspecified in paragraph 2 of such Continuing Guaranty.
| ** **            | TRM  Copy Centers (USA) Corporation |
|-----------------------|-------------------------------------|
|                  |                                |   |
| Dated  April 30, 2004 | By:                                 | /s/  Kenneth Lewis Tepper |
|                  |                                | Name:  Kenneth Lewis Tepper |
|                  |                                | Title:  President and Chief Executive Officer |

 

The undersigned Guarantor,TRM ATM Corporation, consents to the execution and delivery of the FirstAmendment to Business Loan Agreement between Bank of America, N.A. and TRMCorporation set forth above and agrees that its Continuing Guaranty datedFebruary 14, 2001 shall continue to be applicable to all indebtedness ofTRM Corporation to Bank of America, N.A., including without limitation, allindebtedness under the Business Loan Agreement dated May 15, 2003, asamended by the First Amendment thereto and as amended by the Amendment setforth above, subject however to the Thirty Million Dollar ($30,000,000) limitspecified in paragraph 2 of such Continuing Guaranty.

 
| ** **            | TRM  ATM Corporation |
|-----------------------|----------------------|
|                  |                 |   |
| Dated  April 30, 2004 | By:                  | /s/  Kenneth Lewis Tepper |
|                  |                 | Name:  Kenneth Lewis Tepper |
|                  |                 | Title:  President and Chief Executive Officer |

 

 

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