**Exhibit 10.30**

 

**FIFTH AMENDMENTTO LOAN AND SERVICING AGREEMENT**

 

THIS FIFTHAMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of April 23, 2003 (this “Amendment”),is entered into among TRM Inventory Funding Trust (“Borrower”), TRM ATMCorporation, in its individual capacity (“TRM ATM”) and as Servicer (insuch capacity, “Servicer”), Autobahn Funding Company, LLC (“Lender”),DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, asAdministrative Agent (in such capacity, “Administrative Agent”) and asLiquidity Agent (in such capacity “Liquidity Agent”), and U.S. BankNational Association, as Collateral Agent (“Collateral Agent”).

 

**RECITALS**

 

A.            The Borrower, TRMATM, Servicer, Lender, Administrative Agent, Liquidity Agent and CollateralAgent are each a party to that certain Loan and Servicing Agreement, dated asof March 17, 2000 (as amended by a First Amendment to Loan and ServicingAgreement, dated as of March 16, 2001, an Omnibus Amendment, dated as of March16, 2001, a Second Amendment to Loan and Servicing Agreement, dated as ofNovember 5, 2001, a Third Amendment to Loan and Servicing Agreement, dated asof April 23, 2002 and a Fourth Amendment to Loan and Servicing Agreement datedas of July 22, 2002, the “Agreement”).

 

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

 

**AGREEMENT**

 

1.               Certain Defined Terms.  Capitalized terms that are used hereinwithout definition and that are defined in the Agreement shall have the samemeanings herein as in the Agreement.

 

2.               Amendments to Agreement.  Effective as of April 23, 2003 is herebyamended as follows:

 

2.1           Section 1.01 of theAgreement is hereby amended to replace “$30,000,000” therein with“$50,000,000”.

 

2.2           Pursuant to Section1.04 of the Agreement, the Lender, the Liquidity Agent and the AdministrationAgent hereby consent to the issuance by the Borrower of one replacementCertificate in the amount of $1,485,000 for delivery to the Lender and onereplacement Certificate in the amount of $15,000 for delivery to GSS Holdings,Inc.  Each of the Lender and GSSHoldings, Inc. by signing or acknowledging below agrees to acquire suchCertificates and pay the purchase price therefor upon the first Borrowing afterthe date hereof.

 

2.3           Pursuant to Section2.01 of the Agreement, the Borrower shall deliver a replacement Note to theLender with a maximum principal amount of $48,500,000.

 

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3.               Conditions to Effectiveness.  This Amendment shall become effective, as ofApril 23, 2003, upon receipt by the Liquidity Agent of counterparts of thisAmendment, duly executed by all parties hereto.

 

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

 

5.               Counterparts.  This Amendment may be executed in any numberof counterparts and by different parties on separate counterparts, and eachcounterpart shall be deemed to be an original, and all such counterparts shalltogether constitute but one and the same instrument.

 

6.               Governing Law.  This Amendment shall be governed by, andconstrued in accordance with, the law of the State of New York without regardto any otherwise applicable principles of conflict of laws.

 

7.               Section Headings.  The various headings of this Amendment areinserted for convenience only and shall not affect the meaning orinterpretation of this Amendment, or the Agreements or any provision hereof orthereof.

 

*[Remainder of page intentionally left blank.]*

 

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IN WITNESSWHEREOF, the parties have caused this Amendment to be executed by theirrespective officers thereunto duly authorized, as of the date first abovewritten.

 
|   | 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/ Kenneth Lewis Tepper |   |
|   |                                                                                                                | Name: | Kenneth  Lewis Tepper |
|   |                                                                                                                | Title: | President  & CEO |
|   |                                                                                                                |   |
|   | AUTOBAHN  FUNDING COMPANY LLC                                                                                       |
|   |                                                                                                                |   |
|   | By:                                                                                                                 | DZ Bank AG,  Deutsche Zentral-  Genossenschaftsbank Frankfurt am Main,  as its attorney-in-fact |
|   |                                                                                                                |   |
|   |                                                                                                                | By: | /s/ Patrick Preece |   |
|   |                                                                                                                |   | Name: | Patrick  Preece |   |
|   |                                                                                                                |   | Title: | VP |   |
|   |                                                                                                                |   |
|   | DZ BANK AG, DEUTSCHE ZENTRAL-  GENOSSENSCHAFTSBANK  FRANKFURT AM MAIN, as Administrative  Agent and Liquidity Agent |
|   |                                                                                                                |   |
|   | By:                                                                                                                 | /s/ Patrick Preece |   |
|   |                                                                                                                | Name: | Patrick  Preece |
|   |                                                                                                                | Title: | VP |
|   |                                                                                                                |   |
|   | By:                                                                                                                 | /s/ Dominick Ruggiero |   |
|   |                                                                                                                | Name: | Dominick  Ruggiero |
|   |                                                                                                                | Title: | VP |
|   |                                                                                                                |   |
|   |                                                                                                                |   |
|   | U.S. BANK  NATIONAL ASSOCIATION                                                                                     |
|   |                                                                                                                |   |
|   | By:                                                                                                                 | /s/ Toby Robillard |   |
|   |                                                                                                                | Name: | Toby  Robillard |
|   |                                                                                                                | Title: | Asst. Vice  President |
|        |                                                                                                                     |  |  |  |  |  |  |  |  |  |

 

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|   | Acknowledged  and Agreed: |
|--------|---------------------------|
|   |                      |   |
|   | GSS  HOLDINGS, INC.       |
|   |                      |   |
|   |                      |   |
|   | By:                       | /s/ Andrew L. Stidd |   |
|   |                      | Name: | Andrew L.  Stidd |
|   |                      | Title: | President |
|   |                      |   |
|        |                           |  |  |  |  |

 

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