Exhibit 10.1


 


FIRST AMENDMENT TO


BUSINESS LOAN
AGREEMENT


 


This
FIRST AMENDMENT TO BUSINESS LOAN AGREEMENT (“Amendment”) is entered into as of
March 25, 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 (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 1.1(a) of the
Business Loan Agreement.  Section 1.1(a) of the Business Loan Agreement is amended in its
entirety to read:


 


“(a)         During the availability period
described below, the Bank will provide a line of credit to the Borrower.  The amount of the line of credit (the
“Facility No. 1 Commitment”) is Eight Million Dollars ($8,000,000).”


 


4.             Amendment to Section 1.4(a) of the
Business Loan Agreement. 
Section 1.4(a) of the Business Loan Agreement is amended in its entirety
to read:


 


“(a)         The interest rate is a rate per year
equal to the Bank’s Prime Rate minus 50 basis points.”


 


5.             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
exists, or but for the passage of time, could be asserted, on the date Borrower
signs this Amendment.


 


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6.             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, the Borrower
expressly reaffirms and ratifies its obligation to pay or reimburse Bank on
request for all reasonable expenses, including legal fees 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.


 


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


 


8.             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 purposes 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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