**Exhibit 10.3**

 

**FOURTHAMENDMENT TOBUSINESS LOAN AGREEMENT**

 

This FOURTH AMENDMENT TO BUSINESS LOANAGREEMENT (“Amendment”) is entered into as of June 30, 2004,****between TRM CORPORATION (the “Borrower”) and BANK OFAMERICA, N.A. (the “Bank”).

**RECITALS**

A.            Borrowerand Bank are parties to that certain Business Loan Agreement entered into as ofMay 15, 2003, as amended by a First Amendment to Business Loan Agreemententered into as of March 25, 2004, a Second Amendment to Business LoanAgreement entered into as of April 30, 2004 and a Third Amendment toBusiness Loan Agreement entered into as of May 31, 2004 (the “BusinessLoan Agreement”).

B.            Borrowerand Bank desire 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 July 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 

 

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obligation to pay orreimburse Bank on request for all reasonable expenses, including legal feesactually incurred by Bank in connection with the preparation of this Amendment,any other amendment documents and the closing of the transaction contemplatedhereby 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 authorizedofficers of the parties as of the date first above written.

 
| ** ** | **BORROWER:** | **TRM CORPORATION**        |
|------------|---------------|----------------------------|
|       |          |                       |   |
|       |          | By:                        | /s/ Daniel E. O’Brien |
|       |          |                       | Name: Daniel E. O’Brien |
|       |          |                       | Title: Senior Vice President—Financial Services |
|       |          |                       |   |
| ** ** | **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 Fourth 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, Second, Third and Fourth Amendments thereto, subjecthowever to the Thirty Million Dollar ($30,000,000) limit specified inparagraph 2 of such Continuing Guaranty.

 
| ** **                      | TRM  Copy Centers (USA) Corporation |
|---------------------------------|-------------------------------------|
|                            |                                |   |
| Dated  Dated June 30, 2004 | By:                                 | /s/  Daniel E. O’Brien |
|                            |                                | Name:  Daniel E. O’Brien |
|                            |                                | Title:  Senior Vice President—Financial Services |

 

The undersigned Guarantor,TRM ATM Corporation, consents to the execution and delivery of the FourthAmendment to Business Loan Agreement between Bank of America, N.A. and TRMCorporation set forth above and agrees that its Continuing Guaranty dated February 14,2001 shall continue to be applicable to all indebtedness of TRM Corporation toBank of America, N.A., including without limitation, all indebtedness under theBusiness Loan Agreement dated May 15, 2003, as amended by the First, Second,Third and Fourth Amendments thereto, subject however to the Thirty MillionDollar ($30,000,000) limit specified in paragraph 2 of such ContinuingGuaranty.

 
| ** **                      | TRM  ATM Corporation |
|---------------------------------|----------------------|
|                            |                 |   |
| Dated  Dated June 30, 2004 | By:                  | /s/  Daniel E. O’Brien |
|                            |                 | Name:  Daniel E. O’Brien |
|                            |                 | Title:  Senior Vice President—Financial Services |

 

 

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