Exhibit 10.11
 
 Amendment Fifth Amendment Effective Date Issuer Administrative Agent Purchaser
  Securities Purchase Agreement
   Defined Terms
 Amendment to Section 1.01
 Amendment No. 5
 ATM Vault Cash Purchase Agreement




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Elan Cash Provisioning Agreements
 Elan Vault Cash Agreements
 Fifth Amendment Effective Date
 Amendment to Section 6.01
  Amendment to Section 6.02
  Remedies
 Representations and Warranties
 (a)
    
    The execution, delivery and performance by each Loan Party of this
Amendment and the performance of the Securities Purchase Agreement as amended by
this Amendment (the Amended Securities Purchase Agreement) (i) are within
such Loan Partys corporate or similar powers and, at the time of execution
thereof, have been duly authorized by all necessary corporate and similar action
(including, if applicable, consent of the holders of its Equity




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Interests), (ii) do not (A) contravene such Loan Partys Organizational Documents,
(B) violate any material applicable law in any material respect, (C) in any material
respect, conflict with, contravene, constitute a default or breach under any
material contract of any Loan Party or any of its Subsidiaries, or result in or
permit the termination or acceleration of any such material contract, or (D) result
in the imposition of any Lien (other than Liens permitted by Section 6.02 of the
Securities Purchase Agreement) upon any property of any Loan Party or any of its
Subsidiaries and (iii) do not require any action, consent or approval of,
registration or filing with or any other action by any Governmental Authority or any
consent of, or notice to, any Person.
 (b)
    
    From and after its delivery to the Administrative Agent, this Amendment
has been duly executed and delivered to the other parties hereto by each Loan Party
party hereto and this Amendment and the Amended Securities Purchase Agreement is
the legal, valid and binding obligation of such Loan Party and is enforceable
against such Loan Party in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors rights generally or by general equitable principles relating
to enforceability.(c)
    
    No Default or Event of Default has occurred and is continuing after
giving effect to this Amendment.(d)
    
    No action, claim or proceeding is now pending or, to the knowledge of
any Loan Party, threatened against any Loan Party, at law, in equity or otherwise,
before any court, board, commission, agency or instrumentality of any federal,
state, or local government or of any agency or subdivision thereof, or before any
arbitrator or panel of arbitrators, which (i) challenges any Loan Partys right,
power, or competence to enter into this Amendment or perform any of its obligations
under this Amendment, the Amended Securities Purchase Agreement or any other
Transaction Document, or the validity or enforceability of this Amendment, the
Amended Securities Purchase Agreement or any other Transaction Document or any
action taken under this Amendment, the Amended Securities Purchase Agreement or any
other Transaction Document or (ii) if determined adversely, is reasonably likely to
have or result in a Material Adverse Effect.(e)
    
    After giving effect to this Amendment, the representations and
warranties of the Issuer and the other Loan Parties contained in the Amended
Securities Purchase Agreement and each other Transaction Document are true and
correct in all material respects (provided, that if any representation or warranty
is by its terms qualified by concepts of materiality, such representation shall be
true and correct in all respects) on and as of Fifth Amendment Effective Date with
the same effect as if such representations and warranties had been made on and as
of such date, except that any such representation or warranty which is expressly
made only as of a specified date need be true only as of such date.




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No Amendment/Waivers
 Expenses
 Affirmation of Existing Transaction Documents
 Effectiveness
 (a)
    
    Amendment. The Administrative Agent shall have received
two (2) copies of this Amendment duly executed and delivered by the
Administrative Agent, the Required Purchasers and the Issuer.(b)
    
    Payment of Fees and Expenses. The Issuer shall have
paid all costs, fees and expenses owing in connection with this Amendment and
the other Transaction Documents and due to the Administrative Agent (including,
without limitation, reasonable legal fees and expenses of one legal counsel).
 Governing Law




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Counterparts




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TRM CORPORATION, as the IssuerBy:
    /s/ Richard SternName:
    Richard SternTitle:
    President & CEOLAMPE, CONWAY & CO., LLC, as
Administrative AgentBy:
    /s/ Richard F. ConwayName:
    Richard F. ConwayTitle:
    Managing MemberLC CAPITAL MASTER FUND, LTD.,
as PurchaserBy:
    /s/ Richard F. ConwayName:
    Richard F. ConwayTitle:
    Director