exv10w8xky



 





Exhibit 10.8(k)




ELEVENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT




     THIS ELEVENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of June 1, 2006 (this
“Amendment”), is entered into among TRM Inventory
Funding Trust (“Borrower”), TRM ATM Corporation,
in its individual capacity (“TRM ATM”) and as
Servicer (in such capacity, “Servicer”), Autobahn
Funding Company LLC (“Lender”), DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am
Main, as Administrative Agent (in such capacity,
“Administrative Agent”) and as Liquidity Agent
(in such capacity “Liquidity Agent”), and U.S. Bank National Association, as Collateral
Agent (“Collateral Agent”).



RECITALS




     A. Borrower,
TRM ATM, Servicer, Lender, Administrative Agent, Liquidity Agent and Collateral
Agent are each a party to that certain Loan and Servicing Agreement,
dated as of March 17, 2000 (as
amended, the “Agreement”); and



     B. The
parties to the Agreement desire to amend the Agreement as hereinafter set forth.



AGREEMENT




          1.
Certain Defined Terms. Capitalized terms used but not defined herein shall have
the meanings ascribed thereto in the Agreement.




          2.
Amendments to Agreement. Effective as of Effective Date (as defined in Section 3
below), the Agreement shall be amended as follows:




     2.1 Section 1.06 of the Agreement is hereby amended to add the
following sentence to the end of such Section 1.06:




The Borrower, the Collateral Agent, the Administrative Agent and the
Lender acknowledge and agree that any ATM Fees and all proceeds
thereof withdrawn or transferred by or on behalf of TRM ATM from the
ATM Fee Settlement Account in accordance with the provisions of this
Agreement and any ATM Fees and all proceeds thereof released to TRM
ATM by the Collateral Agent from the ATM Fee Settlement Account
following the occurrence of an Event of Default or Servicer Event of
Default shall be automatically released from the security interest
granted by TRM ATM in such ATM Fees and all proceeds thereof upon
such withdrawal, transfer or release, as applicable. The Collateral
Agent, Administrative Agent and Lender acknowledge that (i)
notwithstanding any deposit of ATM Fees into the ATM Fee Settlement
Account (which is held in the name of the Collateral Agent), TRM ATM
shall retain ownership of such ATM Fees until such ATM Fees are
applied in accordance with this Agreement, and (ii) TRM ATM has
informed them that it has granted a subordinated Lien in its right,
title and interest in the ATM Fees to



 









 







Wells Fargo Foothill, Inc., as agent (“Wells”) as permitted by
Section 7.04(d), including all rights of TRM ATM under this
Agreement with respect to such ATM Fees.



          3.
Conditions to Effectiveness. This Amendment shall become effective on the date (the
“Effective Date”) when the Administrative Agent shall have
received counterparts of this Amendment,
duly executed by all parties hereto.




          4.
Representations and Warranties. Each of the Borrower, TRM ATM and Servicer
represents and warrants to the other parties hereto that
(a) each of the representations and
warranties of such Person set forth in the Agreement is true and correct as of the date of
the execution and delivery of this Amendment by such Person, with the
same effect as if made on such
date, (b) the execution and delivery by such Person of this
Amendment and the performance by such
Person of its obligations under the Agreement, as amended hereby (as
so amended, the“ Amended
Agreement”), (i) are within the powers of such Person,
(ii) have been duly authorized by all
necessary action on the part of such Person, (iii) have received
all necessary governmental approval
and (iv) do not and will not contravene or conflict with
(A) any provision of law or the certificate
of incorporation or by-laws or other organizational documents of such
Person or (B) any agreement,
judgment, injunction, order, decree or other instrument binding on
such Person and (c) the Amended
Agreement is the legal, valid and binding obligation of such Person enforceable against such Person
in accordance with its terms.




          5.
Effect of Amendment. Except as expressly amended and modified by this Amendment, all
provisions of the Agreement shall remain in full force and effect.
After this Amendment becomes
effective, all references in the Agreement to “this Agreement,
” “hereof, “herein” or words of
similar effect referring to the Agreement shall be deemed to be
references to the Agreement as
amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive,
amend or supplement any provision of the Agreement other than as set forth herein.




          6.
Counterparts. This Amendment may be executed in any number of counterparts and by
different parties on separate counterparts, and each counterpart
shall be deemed to be an original,
and all such counterparts shall together constitute but one and the
same instrument.




          7.
Governing Law. This Amendment shall be governed by, and construed in accordance
with, the law of the State of New York without regard to any
otherwise applicable principles of
conflict of laws.




          8.
Section Headings. The various headings of this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this Amendment, theAgreement
or any provision hereof or thereof.




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     IN WITNESS WHEREOF, the parties have caused this Amendment to he executed by
their respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	TRM INVENTORY FUNDING TRUST

 	 
	 	By:  	
Wilmington Trust Company, not in its individual capacity, but
solely as Owner Trustee

 	 
	 	By:  	/s/ Christopher J. Slaybaugh
 	 
	 	 	Name:  	Christopher J. Slaybaugh 	 
	 	 	Title:  	Senior Financial Services Officer 	 
	 
	 	TRM ATM CORPORATION

 	 
	 	By:  	/s/ Daniel E. O’Brien
 	 
	 	 	Name:  	Daniel E. O’Brien 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	AUTOBAHN FUNDING COMPANY LLC

 	 
	 	By:  	
DZ Bank AG, Deutsche Zentral

 Genossenschaftsbank Frankfurt am
Main,

 as its attorney- in- fact

 	 
	 	By:  	/s/ Sandeep Srinath
 	 
	 	 	Name:  	Sandeep Srinath 	 
	 	 	Title:  	Vice President 	 
	 	 	 
	 	By:  	         /s/ Christian Haesslein
 	 
	 	 	Name:  	Christian Haesslein 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	DZ BANK AG, DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, as
Administrative Agent and Liquidity Agent

 	 
	 	By:  	/s/ Sandeep Srinath
 	 
	 	 	Name:  	Sandeep Srinath 	 
	 	 	Title:  	Vice President 	 
	 	 	 
	 	By:  	         /s/ Christian Haesslein
 	 
	 	 	Name:  	Christian Haesslein 	 
	 	 	Title:  	Assistant Vice President 	 
	 




 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION 

 	 
	 	By:  	/s/ Toby Robillard
 	 
	 	 	Name:  	Toby Robillard 	 
	 	 	Title:  	Assistant Vice President