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SECOND AMENDMENT TO
FORBEARANCE AND MODIFICATION AGREEMENT
EFFECTIVE DATE. AS OF APRIL 1, 2001
PARTIES.
BANK ONE, ARIZONA, NA, as administrative agent for Banks that
are parties to the Credit Agreement (defined below) and as a
Bank ("Bank One"); FLEET NATIONAL BANK, as Documentation
Agent, and as a Bank ("Fleet"); and IMPERIAL BANK
("Imperial"), as a Bank. Bank One, Fleet, and Imperial are
sometimes individually referred to as a Bank and collectively
as the "Banks".
HYPERCOM CORPORATION, a Delaware corporation ("Hypercom"), and
each of its undersigned Subsidiaries, Affiliates, and other
parties obligated under the Credit Documents to Banks
(hereinafter individually and collectively referred to as
"Borrower").
This Second Amendment to Modification and Forbearance Agreement (the
"Second Amendment") is made by and among Banks and Borrower. For
present and fair consideration, the receipt and sufficiency of which
are hereby acknowledged, Banks and Borrower confirm and agree as
follows:
RECITALS.
A. Loans from Banks to Borrower. Banks and Hypercom are parties to the
"Credit Agreement" dated as of August 31, 2000 (the "Credit Agreement"). Under
the Credit Agreement, Banks have made available to Hypercom loans and other
financial accommodations (including an RLC and Letters of Credit, collectively,
the "Loans") in the committed amount of $60,000,000.
B. Obligations Owing from Borrower to Banks. Computed as of March 28,
2001, Hypercom is indebted as follows to Banks: (i) in the amount of
$38,255,755.51 for unpaid principal; (ii) in the amount of $316,844.99 in
interest accrued at the non-default rate; and (iii) in additional amounts for
accrued and accruing interest, recoverable costs (including reasonable
attorneys' fees), certain indemnities, and other expenses.
C. Collateral Held By Banks for Satisfaction of Obligations Owing from
Borrower. As security for satisfaction of the Obligations owing from Borrower,
Banks hold valid and perfected,
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first and prior liens in (among other things) the Collateral described in the
Security Agreements executed by Borrower in conjunction with the Credit
Agreement. In addition, Banks hold valid and perfected, first and prior liens on
the Additional Collateral described in the "Forbearance and Modification
Agreement" dated as of November 14, 2000 (the "Forbearance Agreement") executed
by Borrower and delivered to Banks on or about December 22, 2000. Unless
otherwise indicated, capitalized terms used in this Second Amendment correspond
to the capitalized terms used in the Forbearance Agreement. The lien and
security interests held by the Banks are evidenced by (among other things) the
Security Documents, the Forbearance Agreement, and all other related Credit
Documents executed and delivered by Borrower to Banks.
D. No Defenses. Borrower has no defenses, offsets, counterclaims, or
adverse claims of any kind or amount with respect to the Obligations. In
addition, Borrower has no defenses, offsets, counterclaims, or adverse claims of
any kind with respect to the Collateral and the Additional Collateral interests
held by Banks as security for satisfaction of the Obligations.
E. Identified Defaults. As identified on Exhibits "A" to the
Forbearance Agreement and the First Amendment (defined below), Borrower is in
default of certain of the financial covenants contained in the Credit Agreement
(the "Identified Defaults").
F. Request for Certain Forbearance and Loan Modifications. Borrower
initially requested that Banks forbear from exercising their rights and remedies
with respect to certain of the "Identified Defaults" through December 31, 2000,
or, if extended pursuant to the terms of this Forbearance Agreement, through
January 31, 2001 (the "Forbearance Period"). In addition, Borrower requested
that Banks modify certain terms and conditions of the Credit Documents. Banks
granted Borrower's initial request for forbearance by agreeing to the terms and
conditions of the Forbearance Agreement. Borrower asked for an initial extension
of the Forbearance Period through March 31, 2001. Banks granted Borrower's
initial request for an extension of the Forbearance Agreement by agreeing to the
terms and conditions of the "First Amendment To Forbearance And Modification
Agreement" dated as of February 1, 2001 (the "First Amendment"). Borrower now
requests from Banks additional forbearance and additional modifications to the
Credit Documents, to the Forbearance Agreement, and to the First Amendment.
Although Banks are under no obligation to do so, Banks are willing to provide
Borrower with additional limited forbearance, and Banks are willing to provide
additional limited modification of the Credit Documents, the Forbearance
Agreement, and the First Amendment upon the terms and conditions set forth
herein. The forbearance under this Second Amendment, like the forbearance
provided in the Forbearance Agreement and the First Amendment, is being provided
by Banks to allow Borrower to secure replacement financing to satisfy
indefeasibly the entire amount of the Obligations owing to Banks under the
Credit Documents.
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PROVISIONS.
1. Accuracy of Recitals. Borrower acknowledges that the Recitals set
forth above are true, accurate and correct. The Recitals are incorporated into
these Provisions without any difference or distinction between the two (2)
segments of this Second Amendment.
2. Reaffirmation of Loans. Except as expressly modified by this Second
Amendment, Borrower reaffirms all of its Obligations under the Credit Documents,
under the Forbearance Agreement, and under the First Amendment.
3. Extension of Forbearance Period. Provided that Borrower satisfies
all of the terms and conditions of the Forbearance Agreement, provided that
Borrower satisfies all of the terms and conditions of the First Amendment (other
than making the full $3,000,000 payment that was due on March 21, 2001), and
provided that Borrower satisfies all of the terms and conditions of this Second
Amendment, the Forbearance Period may be extended as follows:
EXTENSION OF CONDITIONS
FORBEARANCE PERIOD
From 4/1/01 through 4/15/01. By April 11, 2001 Borrower will: (i) pay
Banks an Extension Fee of $50,000; (ii)
deliver to Banks confirmation from ▇▇▇▇▇▇
that the commitment for Take Out Financing
extends beyond May 15, 2001; and (iii) pay
Banks $500,000 to be applied toward a
permanent reduction of the outstanding
Obligations . By April 13, 2001, Borrower
will deliver to Banks all of the net
proceeds received in relation to the
financing by East Asia ▇▇▇▇▇▇ Limited of
Accounts generated by Borrower's Hong Kong
Subsidiary.
From 4/16/01 through 4/30/01. By April 16, 2001, Borrower will pay Banks
an Extension Fee of $50,000. By April 20,
2001, Borrower will pay Banks $1,000,000 to
be applied toward a permanent reduction of
the outstanding Obligations. By April 30,
2001, Borrower will: (i) deliver to Banks
drafts of all loan and security documents
necessary for the Take Out Financing; and
(ii) deliver to Banks a term sheet for
mezzanine financing in the amount of at
least $10,000,000. By April 27, 2001,
Borrower deliver to Banks an executed,
binding agreement for the sale of the
Borrower's Horizon Subsidiary.
From 5/1/01 through 5/15/01. By May 1, 2001, Borrower will pay Banks an
Extension Fee of $50,000 (the "5/1 Extension
Fee"), provided, however, that the 5/1
Extension Fee will be waived if, by May 1,
2001, the outstanding principal amount of
the Obligations does not exceed $32,000,000.
By May 4, 2001, Borrower will pay Banks
$500,000 to be applied toward a permanent
reduction of the outstanding Obligations in
the event that the outstanding principal
amount of the Obligations exceed $32,000,000
as of May 1, 2001. By May 15, 2001, and in
conjunction with the sale or financing of
assets accomplished
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EXTENSION OF CONDITIONS
FORBEARANCE PERIOD
pursuant to Section 5.6 of the Forbearance
Agreement as modified by Section 4.2 of the
First Amendment, Borrower will close the
Take Out Financing, and repay indefeasibly
and in full all outstanding Obligations.
Borrower may prepay all or a portion of the
payments required in this Second Amendment
from any proceeds generated by the sale or
financing of assets accomplished pursuant to
Section 5.6 of the Forbearance Agreement as
modified by Section 4.2 of the First
Amendment.
4. Modifications. The Credit Documents, the Forbearance Agreement, and
the First Amendment are hereby modified and amended as described below. In the
event of any conflict between the terms of the Credit Documents, the terms of
this Forbearance Agreement, the terms of the First Amendment, and the terms of
this Second Amendment, this Second Amendment shall control.
4.1 Limits on Funding of Golden Eagle Leasing. Section 6.9 of the
Forbearance Agreement is modified to provide that, so long as Borrower satisfies
all other terms and conditions of the Forbearance Agreement as amended by the
First Amendment and this Second Amendment, the $1,500,000 of Hypercom cash
provided pursuant to Section 4.4 of the First Amendment may be recycled and
reused from the sale of Golden Eagle Leasing assets for the funding of Golden
Eagle Leasing.
4.2 Limits on Payment of Expenses. During the Forbearance Agreement
as extended by this Second Amendment, Borrower is limited to payment of: (i)
expenses (in kind and in amount) listed on the Cash Flow Forecast attached as
Exhibit "B"; (ii) the Obligations; (iii) the Forbearance Fees; and (iv) the
Reimburseable Costs.
4.3 Decrease in Certain Interest Rates. In the event that the
outstanding principal amount of the Obligations is reduced to $32,000,000 during
the Forbearance Period (as extended by this Second Amendment), then the
non-default rate interest on the RLC will be reduced to Prime Rate plus 3.75%
per annum. Thereafter during the Forbearance Period, the non-default rate of
interest on the RLC will be reduced by 25 basis points for every $2,500,000
reduction of the outstanding principal amount of the Obligations below
$32,000,000; provided however, that the non-default rate of interest will not be
reduced below Prime Rate plus 2.75%. By way of illustration, if the outstanding
principal amount of the Obligations is reduced during the Forbearance Period to
$29,500,000, then the non-default rate of interest on the RLC will be reduced to
Prime Rate plus 3.5%; and if the outstanding principal amount of the Obligations
is reduced during the Forbearance Period to $27,000,000, then the non-default
rate of interest on the RLC will be reduced to Prime Rate plus 3.25%; and so on.
5. Conditions Precedent. Before this Second Amendment becomes effective
and Banks
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become obligated under it, and in addition to any other conditions stated in
this Second Amendment and in the Forbearance Agreement and the First Amendment,
all of the following conditions shall have been satisfied at Borrower's sole
cost and expense in a manner acceptable to Banks:
5.1 Receipt of Documents. Banks will have received fully executed
originals of this Second Amendment and any other documents that Banks may
require or request in accordance with this Second Amendment, the Forbearance
Agreement, the First Amendment, and the Credit Documents, all in such form as
Banks may require in their reasonable discretion.
5.2 Reimbursement of Banks' Costs and Expenses. Banks will have
received in immediately available funds all outstanding Reimbursable Costs
incurred by Banks in connection with the Forbearance Agreement, the First
Amendment, and this Second Amendment. Upon execution of this Second Amendment,
Borrower will pay Banks their current Reimbursable Costs in the aggregate amount
of $68,827.87, payable as follows: (i) $18,500 to ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
for services rendered through March 28, 2001 as counsel for the Banks as a
group; (ii) $27,827.87 to ▇▇▇▇▇▇▇ & Marsal, Inc., for services rendered through
March 28, 2001 as financial consultants for the Banks; and (iii) $22,500,
payable to Bank One as and for its Reimbursable Costs. Thereafter, Borrower will
pay all additional Reimbursable Costs incurred by Banks during the course of the
Forbearance Period within seven (7) business days of delivery of any invoice for
payment of Reimbursable Costs.
5.3 Forbearance From Other Lenders. During the Forbearance Period,
and except for an Amoritzation Event claimed by Bank One Capital Markets Conduit
Financing, no other lender, creditor, or lessor will enforce its rights or
remedies in relation to any default committed by Borrower under any loan
agreement, lease agreement, security agreement, or other financial agreement. In
addition, and consistent in scope and time with the forbearance provided by the
Banks, Borrower will obtain and maintain at least through the Forbearance Period
forbearance for defaults of obligations owing to its other major lenders (the
"Other Forbearance Agreements"), including direct lenders (like ▇▇▇▇▇▇▇ Bank,
Tokyo Leasing, and Bank One, Arizona, NA) that provide financing for Borrower
and its Subsidiaries and Affiliates, including Golden Eagle. Copies of the Other
Forbearance Agreements will be delivered to the Banks.
6. Borrower's Representations and Warranties. Borrower represents and
warrants to Banks as follows:
6.1 Accuracy of Representations in Second Amendment, First
Amendment, Forbearance Agreement and Credit Documents. All representations and
warranties made and given by Borrower in this Second Amendment, in the First
Amendment, in the Forbearance Agreement, and in the Credit Documents are
accurate and correct.
6.2 No Default. Other than the Identified Defaults, no Event of
Default has occurred and is continuing under the Credit Documents, and no event
has occurred and is continuing
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which, with notice or the passage of time or both, would be an Event of Default.
6.3 Property. To the extent applicable, Borrower lawfully possesses
and holds a 100% ownership interest in all of the Collateral and the Additional
Collateral for the Obligations. Borrower owns all of the Collateral and the
Additional Collateral for the Obligations free and clear of any defects,
reservations of title and conditional sales contracts, and free and clear of any
Liens and security interests other than the Liens and security interests in
favor of Banks. There is no financing statement affecting any Collateral or the
Additional Collateral for the Obligations on file in any public office except
for financing statements in favor of Banks.
6.4 Borrowing Entity. Each Borrower entity is a corporation which is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation. There have been no changes in the
organization, composition, ownership, structure or formation documents of
Borrower since the inception of the Obligations. In each state and country in
which Borrower does business, it is properly licensed, in good standing, and,
where required, in compliance with fictitious name statutes.
6.5 Authorization. This Second Amendment, and any instrument or
agreement required hereunder, are within Borrower's powers, have been duly
authorized, and do not conflict with any of its organizational papers.
6.6 Enforceable Credit Documents/No Conflicts. The Credit Documents,
the Forbearance Agreement, the First Amendment, and this Second Amendment are
legal, valid and binding agreements of Borrower, enforceable in accordance with
their respective terms, and any instrument or agreement required hereunder or
thereunder, when executed and delivered, is (or will be) similarly legal, valid,
binding and enforceable. This Second Amendment does not conflict with any law,
agreement, or obligation by which Borrower is bound.
6.7 Financial Information. All financial and other information
(including, but not limited to the Cash Flow Reports) that has been or will be
supplied to Banks is:
(a) Sufficiently complete to give Banks accurate knowledge of
Borrower's financial condition;
(b) In form and content required by Banks; and
(c) In compliance with all government regulations that apply.
7. Borrower Acknowledgments. Borrower hereby acknowledges and agrees
that:
7.1 No Breach By Banks. Each of the Banks (including all of its
predecessors) has not breached any duty to Borrower in connection with the
Obligations, the Credit Documents,
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the Forbearance Agreement, the First Amendment, or this Second Amendment, and
each Bank (including all of its predecessors) has fully performed all
obligations it may have had or now has to Borrower.
7.2 Interest, Fees, and Other Charges. All interest, fees (including
the Extension Fees under section 2 above) or other charges (including the
Reimbursable Costs under section 5.2 above) imposed, accrued, or collected by
Banks (including all their predecessors) under the Credit Documents, the
Forbearance Agreement, the First Amendment, and this Second Amendment, and the
method of computing the interest, fees, or other charges, were and are
reasonable, proper, and agreed to by Borrower and were properly computed and
collected.
7.3 No Waiver. By entering into this Second Amendment, Banks do not
waive any existing defaults (including the Identified Defaults) or any defaults
hereafter occurring, and Banks do not become obligated to waive any condition or
obligation in any agreement between or among any of the parties hereto.
7.4 No Future Obligations. Banks have no obligation to make any
additional loan or extension of credit to or for the benefit of Borrower, and
Banks have no obligation to provide additional forbearance or to extend further
accommodations to Borrowers.
7.5 No Third Party Beneficiaries. This Second Amendment is not
intended for, and shall not be construed to be for, the benefit of any person
not a signatory hereto.
7.6 Loan Balances. The outstanding balances owing on the
Obligations, as described in this Second Amendment, are true and correct.
7.7 Fair Consideration. All payments made and Liens granted by
Borrower to Banks under the Credit Documents, the Forbearance Agreement, the
First Amendment, and this Second Amendment are for fair consideration and
reasonably equivalent value.
7.8 Notice of Identified Defaults. Borrower has received or waives
all notice required from Banks under the Credit Documents with respect to the
Identified Defaults; and, subject to the terms and conditions of the Forbearance
Agreement, the First Amendment, and this Second Amendment, Banks presently are
free to exercise all of their rights and remedies under the Credit Agreement as
a result of the Identified Defaults committed by Borrower.
8. Release of Banks. In consideration of the agreements of Banks set
forth in this Second Amendment, Borrower and all of its respective heirs,
personal representatives, predecessors, successors and assigns (individually and
collectively, the "Releasors"), hereby fully release, remise, and forever
discharge Banks, the parents of Banks and all other affiliates and predecessors
of Banks, and all past and present officers, directors, agents, employees,
servants, partners, shareholders, attorneys and managers of Banks, for, from,
and against any and all claims, counterclaims, liens,
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demands, causes of action, controversies, offsets, obligations, losses, damages
and liabilities of every kind and character whatsoever, including, without
limitation, any action, omission, misrepresentation or other basis of liability
founded either in tort or contract and the duties arising thereunder, that the
Releasors, or any one of more of them, has had in the past, or now has, whether
known or unknown, whether asserted or unasserted, by reason of any matter, cause
or thing set forth in, relating to or arising out of, of in any way connected
with or resulting from, the Loans, the Obligations, the Credit Documents, the
Forbearance Agreement, the First Amendment, and this Second Amendment.
9. No Prejudice; Reservation of Rights. Except for the limited
forbearance specifically set forth herein, this Second Amendment shall not
prejudice any rights or remedies of Banks under the Credit Documents, under the
Forbearance Agreement, or under the First Amendment. Except for the limited
forbearance specifically set forth herein, each Bank reserves, without
limitation, all of its rights against any Borrower, indemnitor, guarantor, or
endorser of any of the Credit Documents, the Forbearance Agreement, the First
Amendment, and any other party liable in any way for satisfaction of the
Obligations or other losses suffered by Banks.
10. No Impairment/Security. Except as otherwise specifically set forth
herein, the Credit Documents, the Forbearance Agreement, and the First
Amendment, remain unaffected by this Second Amendment, and all of the Credit
Documents, the Forbearance Agreement, and the First Amendment shall remain in
full force and effect. Borrower's payment and performance of Borrower's various
Obligations to Banks under the Credit Documents, the Forbearance Agreement, and
the First Amendment, including all extensions, amendments, renewals or
replacements thereof, continue to be and shall be secured by the Liens arising
under the Credit Documents, the Forbearance Agreement, and the First Amendment.
Nothing contained herein shall be deemed a waiver of any of the rights and
remedies that any of the Banks may have against Borrower or any other party, or
of any of Banks' rights and remedies arising out of the Credit Documents, the
Forbearance Agreement, or the First Amendment. During the Forbearance Period as
extended by this Second Amendment, the net assets of Borrower's Horizon
Subsidiary will not decrease materially from the net assets of Borrower's
Horizon Subsidiary as of March 31, 2001.
11. Integration. The Credit Documents, the Forbearance Agreement, the
First Amendment, and this Second Amendment: (a) integrate all the terms and
conditions mentioned in or incidental to the Credit Documents, the Forbearance
Agreement, and the First Amendment; (b) supersede all oral negotiations and
prior and other writings with respect to their subject matter; and (c) are
intended by the parties as the final expression of the agreement with respect to
the terms and conditions set forth in those documents and as the complete and
exclusive statement of the terms agreed to by the parties. If there is any
conflict between the terms, conditions and provisions of this Seconde Amendment
and the terms, conditions, or provisions of any other agreement or instrument,
including any of the other Credit Documents, the Forbearance Agreement, and the
First Amendment, the terms, conditions and provisions of this Second Amendment
shall prevail. No modification of this Second Amendment or the Credit Documents,
the Forbearance Agreement, and the First Amendment shall be effective unless in
writing and signed by the applicable parties to be bound thereby.
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12. Counterparts. This Second Amendment and any attached consents or
exhibits requiring signatures may be executed in as many counterparts as
necessary or convenient, and by the different parties on separate counterparts
each of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same agreement.
13. Invalidity. If any court of competent jurisdiction determines any
provision of this Second Amendment or any of the Credit Documents, the
Forbearance Agreement, or the First Amendment to be invalid, illegal or
unenforceable, that portion shall be deemed severed from the rest, which shall
remain in full force and effect as though the invalid, illegal or unenforceable
portion had never been a part of this Second Amendment, the Forbearance
Agreement, the First Amendment, or the Credit Documents.
14. Successors and Assigns. This Second Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns; provided, however, Borrower may not transfer its rights under the
Second Amendment, the First Amendment, the Forbearance Agreement, or the Credit
Documents without the prior written consent of Banks. Each of the Banks may
transfer its rights under this Second Amendment, the First Amendment, the
Forbearance Agreement, or the Credit Documents to any successor in interest.
15. Default. The failure of Borrower to comply with any provision of
this Second Amendment or the failure of Borrower to comply with the terms and
conditions of the Credit Documents, the Forbearance Agreement, or the First
Amendment (other than the Identified Defaults) shall constitute an Event of
Default and shall entitle Banks to exercise any and all of their rights and
remedies under the Credit Documents, the Forbearance Agreement, the First
Amendment, and this Second Amendment.
16. No Waiver. No failure to exercise, and no delay in exercising any
right, power or remedy under any of the Credit Documents, the Forbearance
Agreement, the First Amendment, or this Second Amendment shall impair any right,
power or remedy that Banks may have, nor shall such delay be construed to be a
waiver of any of such rights, powers or remedies. No waiver of any default or
breach of Borrower shall be a waiver of any other default or breach or of any
default or breach subsequently occurring. Banks shall not be deemed to have
waived any right, power, or remedy except in writing signed by an officer of
Banks expressly stating that it is a waiver of same right, power or remedy.
17. No Consent. Except as specifically provided in this Second
Amendment, no express or implied consent to any further forbearance or
modifications involving any of the matters set forth in this Second Amendment or
otherwise shall be inferred or implied by Banks' execution of this Second
Amendment or any other action of Banks. Banks' execution of this Second
Amendment shall not constitute a waiver, either express or implied, of the
requirement that any further forbearance or modification of the Credit
Documents, the Forbearance Agreement, or the First
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Amendment shall require the express written approval of Banks. Each of the Banks
must provide any consent required from the Banks under this Second Amendment.
18. Cumulative Remedies. The rights and remedies of Banks under this
Second Amendment, the First Amendment, the Forbearance Agreement, and the Credit
Documents are cumulative and not exclusive of any rights or remedies that Banks
would otherwise have, and may be pursued at any time and from time to time and
in such order as Banks shall determine in their sole discretion.
19. Mutual Agreement. The parties hereto agree that the terms and
provisions of this Second Amendment embody their mutual intent and that such
terms and provisions are not to be construed more liberally in favor, or more
strictly against, any party. This Second Amendment shall not be construed as if
it had been prepared by one of the parties, but rather as if it had been
prepared by all of the parties.
20. Time is of the Essence. Time is of the essence of this Second
Amendment, the First Amendment, the Forbearance Agreement, and the Credit
Documents.
21. Headings. Section headings are for reference only and shall not
affect the interpretation or meaning of any provisions of this Second Amendment.
22. Further Performance. Borrower, whenever and as often as shall be
requested by the Banks, shall execute, acknowledge, and deliver, or cause to be
executed, acknowledged, and delivered such further instruments and documents and
to do any and all things as may be requested by Banks in order to carry out the
intent and purpose of this Second Amendment, the First Amendment, the
Forbearance Agreement, and the Credit Documents.
23. Survival. The representations, warranties, acknowledgments, and
agreements set forth herein shall survive the termination of this Second
Amendment.
24. Binding Effect. This Second Amendment shall be binding upon and
inure to the benefit of Banks, Borrower, and their respective successors and
assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed on the dates set forth below to be effective as of the
day and year set forth above.
SIGNATURE PAGE TO FOLLOW
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"BANKS"
BANK ONE, ARIZONA, NA,
Dated: April 11, 2001 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: 1st Vice President
FLEET NATIONAL BANK
Dated: April 11, 2001 By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
IMPERIAL BANK
Dated: April 19, 2001 By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
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"BORROWER"
HYPERCOM CORPORATION, a Delaware corporation
Dated: April 11, 2001 By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President and COO
Dated: April 11, 2001
GOLDEN EAGLE LEASING, INC., f/k/a Hypercom
Financial, Inc. (Arizona), an Arizona
corporation
Dated: April 11, 2001
HYPERCOM U.S.A., INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
Dated: April 11, 2001
HORIZON, INC., a Missouri corporation
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
Dated: April 11, 2001
HYPERCOM INC., a/k/a Hypercom (Arizona),
Inc., an Arizona corporation
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
Dated: April 11, 2001
HYPERCOM TRANSACTION NETWORK, INC.
(Arizona), an Arizona corporation
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By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(Arizona) an Arizona corporation
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
Dated: April 11, 2001
ePICNETZ, INC., a Nevada corporation
Dated: April 11, 2001
HYPERCOM MANUFACTURING By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
RESOURCES, INC.(Arizona), an Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Arizona corporation Title: Secretary
Dated: April 11, 2001
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ HYPERCOM EUROPE LIMITED, INC.
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Arizona)
Title: Secretary
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Dated: April 11, 2001 Title: Secretary
HYPERCOM LATINO AMERICA, INC.
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