exv10w8xdy



 





Exhibit 10.8(d)




FIFTH AMENDMENT TO LOAN AND SERVICING AGREEMENT




     THIS FIFTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of April 23, 2003 (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. The 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 by a First Amendment to Loan and Servicing Agreement, dated as of
March 16, 2001, an Omnibus Amendment, dated as of March 16, 2001, a Second Amendment to Loan
and Servicing Agreement, dated as of November 5, 2001, a Third Amendment to Loan and
Servicing Agreement, dated as of April 23, 2002 and a Fourth Amendment to Loan and Servicing
Agreement dated as of July 22, 2002, the “Agreement”).



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



AGREEMENT




          1. Certain Defined Terms. Capitalized terms that are used herein without definition
and that are defined in the Agreement shall have the same meanings herein as in the Agreement.




          2. Amendments to Agreement. Effective as of April 23, 2003 is hereby amended as
follows:





     2.1 Section 1.01 of the Agreement is hereby amended to replace
“$30,000,000” therein with “$50,000,000”.




     2.2 Pursuant to Section 1.04 of the Agreement, the Lender, the
Liquidity Agent and the Administration Agent hereby consent to the
issuance by the Borrower of one replacement Certificate in the amount
of $1,485,000 for delivery to the Lender and one replacement
Certificate in the amount of $15,000 for delivery to GSS Holdings,
Inc. Each of the Lender and GSS Holdings, Inc. by signing or
acknowledging below agrees to acquire such Certificates and pay the
purchase price therefor upon the first Borrowing after the date
hereof.




     2.3 Pursuant to Section 2.01 of the Agreement, the Borrower
shall deliver a replacement Note to the Lender with a maximum
principal amount of $48,500,000.



 









 





          3. Conditions to Effectiveness. This Amendment shall become effective, as of
April 23, 2003, upon receipt by the Liquidity Agent of counterparts of this Amendment, duly
executed by all parties hereto.




          4. 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.




          5. 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.




          6. 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.




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




[Remainder of page intentionally left blank.]




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     IN WITNESS WHEREOF, the parties have caused this Amendment to be 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/ Michael G. Oller, Jr.
 

Name: Michael G. Oller, Jr.

Title: Senior Financial Services Officer
	 	 
	 
	 	 	 	 	 	 
	 	 	TRM ATM CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Kenneth Lewis Tepper
 

Name: Kenneth Lewis Tepper

Title: President & CEO
	 	 






	 	 	 	 	 	 	 	 	 
	 	 	AUTOBAHN FUNDING COMPANY LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	DZ Bank AG, Deutsche Zentral-Genossenschaftsbank

Frankfurt am Main, as its attorney-in-fact	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	  /s/ Patrick Preece
 

Name: Patrick Preece

Title: VP
	 	 






	 	 	 	 	 	 	 
	 	 	DZ BANK AG, DEUTSCHE ZENTRAL-	 	 
	 

	 	 	 	GENOSSENSCHAFTSBANK
FRANKFURT AM MAIN, as Administrative
Agent and Liquidity Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Patrick Preece
 

Name: Patrick Preece

Title: VP
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Dominick Ruggiero
 

Name: Dominick Ruggiero

Title: VP
	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Toby Robillard
 

Name: Toby Robillard

Title: Assistant Vice President
	 	 






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	 	 	Acknowledged and Agreed:	 	 
	 
	 	 	 	 	 	 
	 	 	GSS HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Andrew L. Stidd
 

Name: Andrew L. Stidd

Title: President
	 	 






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