Exhibit 10.2


 


THIRD
AMENDMENT TO

BUSINESS LOAN AGREEMENT


 


 


This THIRD AMENDMENT TO BUSINESS LOAN
AGREEMENT (“Amendment”) is entered into as of May 31, 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 a First Amendment to Business Loan Agreement
entered into as of March 25, 2004, and a Second Amendment to Business Loan
Agreement entered into as of April 30, 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 June 30, 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 Third 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, Second, and
Third Amendments thereto, 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
  May 31, 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 Third
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, Second, and Third Amendments thereto, subject however to
the Thirty Million Dollar ($30,000,000) limit specified in paragraph 2 of
such Continuing Guaranty.


 


 


	
   

  	
  TRM
  ATM Corporation

  
	
   

  	
   

  	
   

  
	
  Dated
  May 31, 2004

  	
  By:

  	
  /s/
  Kenneth Lewis Tepper

  
	
   

  	
   

  	
  Name:
  Kenneth Lewis Tepper

  
	
   

  	
   

  	
  Title:
  President and Chief Executive Officer

  



 


 


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