**Exhibit 10.1**

 

**FIRST AMENDMENT TO**

**BUSINESS LOANAGREEMENT**

 

ThisFIRST AMENDMENT TO BUSINESS LOAN AGREEMENT (“Amendment”) is entered into as ofMarch 25, 2004, between TRM CORPORATION (the “Borrower”) and BANK OFAMERICA, N.A. (the “Bank”).

 

**RECITALS**

 

A.            Borrower and Bank are parties tothat certain Business Loan Agreement entered into as of May 15, 2003 (the“Business Loan Agreement”).

 

B.            Borrower and Bank desire to amendthe Business Loan Agreement as set forth herein.

 

NOWTHEREFORE, the parties agree as follows:

 

**AGREEMENT**

 

1.             **Recitals**.  The Recitals are true.

 

2.             **Definitions**. Capitalizedterms used herein and not otherwise defined shall have the meaning given in theBusiness Loan Agreement.

 

3.             **Amendment to Section 1.1(a) of theBusiness Loan Agreement**.  Section 1.1(a) of the Business Loan Agreement is amended in itsentirety to read:

 

“(a)         During the availability perioddescribed below, the Bank will provide a line of credit to the Borrower.  The amount of the line of credit (the“Facility No. 1 Commitment”) is Eight Million Dollars ($8,000,000).”

 

4.             **Amendment to Section 1.4(a) of theBusiness Loan Agreement**. Section 1.4(a) of the Business Loan Agreement is amended in its entiretyto read:

 

“(a)         The interest rate is a rate per yearequal to the Bank’s Prime Rate minus 50 basis points.”

 

5.             **Release**.  Borrower hereby releases Bank and itsofficers, agents, successors and assigns from all claims of every nature knownor unknown arising out of or related to the Business Loan Agreement whichexists, or but for the passage of time, could be asserted, on the date Borrowersigns this Amendment.

 

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6.             **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, the Borrowerexpressly reaffirms and ratifies its obligation to pay or reimburse Bank onrequest for all reasonable expenses, including legal fees actually incurred byBank in connection with the preparation of this Amendment, any other amendmentdocuments and the closing of the transaction contemplated hereby and thereby.

 

7.             **Effective Date**.  The foregoing provisions are effective uponexecution hereof.

 

8.             **Miscellaneous**.

 

(a)  **Counterparts**.  This Amendment may be executed in any number of counterparts andby different parties hereto in separate counterparts, each of which when soexecuted shall be deemed to be an original, and all of which taken togethershall constitute one and the same Amendment, it being understood that the Bank mayrely on a facsimile counterpart signature page hereof for purposes ofdetermining whether a party hereto has executed a counterpart hereof.

 

(b)  **Governing Law**.  This Amendment and the other agreements provided for herein andthe rights and obligations of the parties hereto and thereto shall be construedand interpreted in accordance with the laws of the State of Oregon.

 

(c)  **Certain Agreements Not Enforceable**.  UNDER OREGON LAW, MOST AGREEMENTS, PROMISESAND COMMITMENTS MADE BY THE LENDERS AFTER OCTOBER 3, 1989, CONCERNING LOANS ANDOTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLDPURPOSES OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING,EXPRESS CONSIDERATION, AND BE SIGNED BY THE LENDERS TO BE ENFORCEABLE.

 

EXECUTEDAND DELIVERED by the duly authorized officers of the parties as of the datefirst 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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