Exhibit 10.1


 


SECOND
AMENDMENT TO

BUSINESS LOAN AGREEMENT


 


 


This SECOND AMENDMENT TO BUSINESS LOAN AGREEMENT (“Amendment”) is
entered into as of April 30, 2004,  between TRM
CORPORATION (the “Borrower”) and BANK OF AMERICA, N.A. (the “Bank”).


RECITALS


A.            Borrower and Bank
are parties to that certain Business Loan Agreement entered into as of
May 15, 2003, as amended by First Amendment to Business Loan Agreement
entered into as of March 25, 2004 (the “Business Loan Agreement”).


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


NOW THEREFORE, the parties agree as follows:


AGREEMENT


1.             Recitals.  The
Recitals are true.


2.             Definitions. 
Capitalized terms used herein and not otherwise defined shall have the
meaning given in the Business Loan Agreement.


3.             Amendment to
Section 1.2 of the Business Loan Agreement.  Section 1.2 of the Business Loan
Agreement is amended in its entirety to read:


“1.2         Availability
Period.  The line of credit is
available between the date of this Agreement and May 31, 2004, or such
earlier date as the availability may terminate as provided in this Agreement
(the “Facility No. 1 Expiration Date”).”


4.             Release.  Borrower
hereby releases Bank and its officers, agents, successors and assigns from all
claims of every nature known or unknown arising out of or related to the
Business Loan Agreement which exist, or but for the passage of time, could be
asserted, on the date Borrower signs this Amendment.


5.             No Further Amendment, Expenses.  Except as expressly modified by this
Amendment, the Business Loan Agreement and all other documents executed by the
parties in connection with the transactions contemplated by the Business Loan
Agreement shall remain unmodified in full force and effect and the parties
hereby ratify their respective obligations thereunder.  Without limiting the foregoing, Borrower
expressly reaffirms and ratifies its obligation to pay or reimburse Bank on
request for all reasonable expenses, including legal fees 


 


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actually incurred by Bank in connection with the
preparation of this Amendment, any other amendment documents and the closing of
the transaction contemplated hereby and thereby.


6.             Effective Date.  The
foregoing provisions are effective upon execution hereof.


7.             Miscellaneous.


                (a)           Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original, and all of which
taken together shall constitute one and the same Amendment, it being understood
that the Bank may rely on a facsimile counterpart signature page hereof for
purpose of determining whether a party hereto has executed a counterpart
hereof.


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


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


EXECUTED AND DELIVERED by the duly authorized officers of the parties
as of the date first 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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CONSENTS OF GUARANTORS


 


The undersigned Guarantor,
TRM Copy Centers (USA) Corporation, consents to the execution and delivery of
the First Amendment to Business Loan Agreement between Bank of America, N.A.
and TRM Corporation set forth above and agrees that its Continuing Guaranty
dated March 17, 2000 shall continue to be applicable to all indebtedness
of TRM Corporation to Bank of America, N.A., including without limitation all
indebtedness under the Business Loan Agreement dated May 15, 2003, as
amended by the First Amendment thereto and as amended by the Amendment set
forth above, subject however to the Thirty Million Dollar ($30,000,000) limit
specified in paragraph 2 of such Continuing Guaranty.


	
   

  	
  TRM
  Copy Centers (USA) Corporation

  
	
   

  	
   

  	
   

  
	
  Dated
  April 30, 2004

  	
  By:

  	
  /s/
  Kenneth Lewis Tepper

  
	
   

  	
   

  	
  Name:
  Kenneth Lewis Tepper

  
	
   

  	
   

  	
  Title:
  President and Chief Executive Officer

  



 


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


 


	
   

  	
  TRM
  ATM Corporation

  
	
   

  	
   

  	
   

  
	
  Dated
  April 30, 2004

  	
  By:

  	
  /s/
  Kenneth Lewis Tepper

  
	
   

  	
   

  	
  Name:
  Kenneth Lewis Tepper

  
	
   

  	
   

  	
  Title:
  President and Chief Executive Officer

  



 


 


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