exv10w8xiy



 





Exhibit 10.8(i)




TENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT




     THIS TENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of July 21, 2005 (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 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, a Fourth Amendment to Loan and Servicing Agreement, dated as of July 22,
2002, a Fifth Amendment to Loan and Servicing Agreement, dated as of April 23, 2003, a Sixth
Amendment to Loan and Servicing Agreement, dated as of May 28, 2003, a Seventh Amendment to Loan
and Servicing Agreement, dated as of My 21, 2004, an Eighth Amendment to Loan and Servicing
Agreement, dated as of November 19, 2004, and a Ninth Amendment to Loan and Servicing Agreement,
dated as of March 30, 2005, the “Agreement”); and



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



AGREEMENT




          0.
Certain Defined Terms. Capitalized terms used but not defined herein shall
have the meanings ascribed thereto in the Agreement.




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





     2.1 The definition of “Excess Concentrations” in Appendix A
to the Agreement is hereby amended to replace the existing
clauses (a), (c) and (d) thereof with the following:




     (a) the aggregate of all Cash stored in any single ATM in excess
of the lesser of (A) the applicable insurance coverage with respect
to the Cash stored in such ATM and (B) $80,000 (provided that if (I)
such ATM is in a location where security or other personnel are
employed to monitor such ATM 24 hours a day, the limit specified in
clause (B) shall be $160,000 or (II) such ATM is located in a casino,
the limit specified in clause (B) shall be $300,000), ... (c) in the
event that more than 50% of the ATMs are



 









 






located in or on property owned or operated (directly or indirectly) by
the Pantry Entities or in facilities owned or operated (directly or
indirectly) by the Pantry Entities, an amount of Cash equal to the
product of (i) the average amount of Cash in all such ATMs and (ii) the
number of such ATMs in excess of such 50% level, (d) in the event that
more than 35% of the ATMs are located in or on property owned or operated
(directly or indirectly) by the Cumberland Entities or in facilities
owned or operated (directly or indirectly) by the Cumberland Entities, an
amount of Cash equal to the product of (i) the average amount of Cash in
all such ATMs and (ii) the number of such ATMs in excess of such 35%
level,




     2.2 On or prior to August 15, 2005, the Servicer shall provide the
Administrative Agent evidence of insurance (i) in form and substance
reasonably acceptable to the Administrative Agent, (ii) with aggregate
coverage in an amount equal to $10 million and (iii) not covering losses
occurring in countries other than the U.S. Any failure to so provide such
evidence within such period shall constitute an Event of Default under
the Loan Agreement.



          0. 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.




          0. 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 (provided that representations and warranties with respect to insurance compliance shall be
deemed satisfied if the evidence of insurance described in Section 2.2 above is provided by the
date specified therein), (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.




          0. 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.




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          0. 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.




          0.
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.




          0.
Section Headings. The various headings of this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this Amendment, the
Agreement 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/ Michael G. Oller, Jr.	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael G. Oller, Jr.	 	 
	 

	 	 	 	Title: Senior Financial Services Officer	 	 
	 
	 	 	 	 	 	 
	 	 	TRM ATM CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas W. Mann	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Thomas W. Mann	 	 
	 

	 	 	 	Title: Chief Operating Officer	 	 
	 
	 	 	 	 	 	 
	 	 	AUTOBAHN FUNDING COMPANY LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	DZ Bank AG, Deutsche Zentral
Genossenschaftsbank Frankfurt am Main, as its
attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dominick Ruggiero	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Dominick Ruggiero	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark Parsa	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Mark Parsa	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	DZ BANK AG, DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK
FRANKFURT AM MAIN, as Administrative Agent and
Liquidity Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dominick Ruggiero	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Dominick Ruggiero	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark Parsa	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Mark Parsa	 	 
	 

	 	 	 	Title: Vice President	 	 






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	 	U.S. BANK NATIONAL ASSOCIATION

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




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