Exhibit 4.6
   TRM Corporation
 Amended and Restated  Warrant To Purchase Common Stock
 Warrant No.: 0002
    
    Number of Shares: 98,306
  Company Warrant
Shares




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Amended Second Lien Loan Agreement Amended Second
Lien Loan Agreement Second Lien Warrants




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Definitions
 Approved Stock Plan
 Business Day
 Common Stock
 Convertible Security
 Expiration Date
 Options
 Person
 Principal Market
 Registration Rights Agreement
 Securities Act
 Trading Day




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Warrant
 Warrant Allocation Percentage
 Warrant Exercise Price
 Weighted Average Price Bloomberg
 Exercise of Warrant
 Exhibit A Exercise Notice Aggregate Exercise Price




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nd Warrant Share Delivery Date Exercise Delivery Documents Deemed Issuance Date
 Warrant Delivery Date




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Cashless
Exercise
 Net Number =
    
    (A x B) - (A x C)B For purposes of the foregoing formula:A= the total number of shares with respect to which
this Warrant is then being exercised;B= the Weighted Average Price of the Common Stock on
the trading day immediately preceding the date of
the delivery of the Exercise Notice; andC= the Warrant Exercise Price then in effect for the
applicable Warrant Shares at the time of such
exercise.
 Book-Entry




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Covenants as to Common Stock




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Taxes
 Warrant Holder Not Deemed a Shareholder
 Representations of Holder Accredited Investor




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Representation Notice
 Ownership and Transfer
    Adjustment of Warrant Exercise Price
 Adjustment of Warrant Exercise Price upon Issuance of Common Stock Applicable Price Exempted Issuances




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Effect on Warrant Exercise Price of Certain Events
 Issuance of Options
 Issuance of Convertible Securities
 Change in Option Price or Rate of Conversion.




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Effect on Warrant Exercise Price of Certain Events
 Calculation of Consideration Received Option Consideration Valuation Event




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Record Date
 Black-Scholes Value Black-Scholes Value Black-Scholes Valuation Date
 Adjustment of Warrant Exercise Price upon Subdivision or Combination of Common
Stock




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Distribution of Assets Distribution
 Certain Events
 Notices
    Purchase Rights; Reorganization, Reclassification, Consolidation, Merger or
Sale




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Purchase Rights Purchase Rights
 Organic Change Acquiring Entity
 Lost, Stolen, Mutilated or Destroyed Warrant




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Notice
  
 
  
 Schedule of Buyers Schedule of Buyers
 Limitation on Number of Warrant Shares . Exchange Cap




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Date Warrant Date
 Amendment and Waiver
 Descriptive Headings; Governing Law
 Rules of Construction




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* * * * * *
 IN WITNESS WHEREOF
 TRM CORPORATIONBy:
    
    /s/ Richard SternName:
    
    Richard SternTitle:
    
    President and Chief Executive Officer




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EXHIBIT A TO WARRANT   EXERCISE NOTICE
 Warrant Shares Company Warrant
  Cash Exercise
 Cashless Exercise
 
  Issue to:
 Facsimile Number:
 Account Number (if electronic book entry transfer):
 
  By:Name:Title:




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ACKNOWLEDGMENT
 
 TRM CORPORATIONBy:Name:Title:




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EXHIBIT B TO WARRANT
  
 
 Name:Title: