1
Exhibit 99.2
FIRST AMENDMENT TO
FORBEARANCE AND MODIFICATION AGREEMENT
EFFECTIVE DATE. AS OF FEBRUARY 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 First Amendment to Modification and Forbearance Agreement
(the "First 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
January 26, 2001, Hypercom is indebted as follows to Banks: (i) in the amount of
$46,177,284.51 for unpaid principal; (ii) in the amount of $552,896.90 in
interest accrued at the non-default rate (exclusive of any adjustment in the
interest rates owed by Borrower under Section 6.1 below); 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
Page 1 of 14
2
security for satisfaction of the Obligations owing from Borrower, Banks hold
valid and perfected, 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
First 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 Exhibit "A" to this
Forbearance Agreement, 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. In addition, Borrower requested that Banks modify
certain terms and conditions of the Credit Documents. Borrower now requests from
Banks additional forbearance and additional modifications to the Credit
Documents and to the Forbearance Agreement. 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 and the Forbearance Agreement upon the
terms and conditions set forth herein. The forbearance under this First
Amendment, like the forbearance provided in the Forbearance Agreement, 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.
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 First Amendment.
2. Reaffirmation of Loans. Except as expressly modified by this
First Amendment, Borrower reaffirms all of its Obligations under the Credit
Documents and under the Forbearance
Page 2 of 14
3
Agreement.
3. Extension of Forbearance Period. Provided that Borrower
satisfies all of the terms and conditions of the Forbearance Agreement, and
provided that Borrower satisfies all of the terms and conditions of this First
Amendment, the Forbearance Period may be extended as follows:
--------------------------------------------------------------------------------
EXTENSION OF CONDITIONS
FORBEARANCE PERIOD
--------------------------------------------------------------------------------
From 1/31/01 through 2/15/01. By February 1, 2001, Borrower will pay
Banks $1,500,000 to be applied toward a
permanent reduction of the outstanding
Obligations, and Borrower will pay Banks
an Extension Fee of $50,000.
From 2/16/01 through 2/28/01. By February 16, 2001, Borrower will (i)
pay Banks an Extension Fee of $50,000;
and (ii) deliver to Banks a binding
commitment reasonably acceptable to
Banks for financing (the "Take Out
Financing") in an amount sufficient to
satisfy the Obligations in full by March
31, 2001. By February 21, 2001, Borrower
will pay Banks $3,000,000 to be applied
toward a permanent reduction of the
outstanding Obligations.
From 3/1/01 through 3/15/01. By February 28, 2001, Borrower will (i)
pay Banks an Extension Fee of $50,000;
and (ii)deliver to Banks a binding
commitment reasonably acceptable to
Banks for the sale of assets or for
financing in the amount sufficient to
reduce the Obligations to $32,000,000 on
or before March 31, 2001, such that the
Take Out Financing will be sufficient to
repay the Obligations indefeasibly and
in full at the end of the extended
Forbearance Period. By March 7, 2001,
Borrower will pay Banks $3,000,000 to be
applied toward a permanent reduction of
the outstanding Obligations.
From 3/16 through 3/31/01. By March 15, 2001, Borrower will pay
Banks an Extension Fee of $50,000. By
March 21, 2001, Borrower will pay Banks
$3,000,000 to be applied toward a
permanent reduction of the outstanding
Obligations. Borrower may prepay all or
a portion of the payments required in
this First Amendment from any proceeds
generated by the sale or financing of
assets accomplished pursuant to the
Section 5.6 of the Forbearance Agreement
as modified by Section 4.2 of this First
Amendment.
4. Modifications. The Credit Documents and the Forbearance
Agreement 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, and the terms of this First Amendment, this First
Amendment shall control.
Page 3 of 14
4
4.1 Increase in Certain Interest Rates. Effective as
of February 1, 2001, the non- default interest rate on the RLC is Prime Rate
plus 3.25% per annum, the Default Rate on the RLC is Prime Rate plus 6.25% per
annum. Effective as of February 16, 2001, the non-default interest rate on the
RLC is Prime Rate plus 3.5% per annum, the Default Rate on the RLC is Prime Rate
plus 6.5% per annum. Effective as of March 1, 2001, the non-default interest
rate on the RLC is Prime Rate plus 3.75% per annum, the Default Rate on the RLC
is Prime Rate plus 6.75% per annum. Effective as of March 15, 2001, the
non-default interest rate on the RLC is Prime Rate plus 4% per annum, the
Default Rate on the RLC is Prime Rate plus 7% per annum. Effective as of March
1, 2001, the non-default interest rate on the RLC is Prime Rate plus 3.75% per
annum, the Default Rate on the RLC is Prime Rate plus 6.75% per annum.
4.2 Pursuit of Certain Sales and Financings. Section
5.6 of the Forbearance Agreement is modified to provide that Borrower will
deliver to Banks one hundred percent (100%) of the net proceeds of any asset
sales, new financing, equity sales, or equity infusions obtained by Borrowers
during the Forbearance Period as extended by this First Amendment.
4.3 Elimination of Sequestration Requirement.
Effective as December 22, 2000, Section 6.6 of the Forbearance Agreement is
deleted and replaced with the following:
Borrower is limited to payment of the expenses (in kind and
in amount) listed on the Cash Flow Forecast attached to this
First Amendment as Exhibit "A," along with the payment of
the Obligations, the Extension Fees, and the Reimbursable
Costs as set forth herein.
4.4 Limits on Funding of Golden 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 this First Amendment: (i) $750,000 of Hypercom cash may be used between
February 1, 2001 and February 15, 2001 for the funding of Golden Eagle Leasing;
and (ii) an additional $750,000 of Hypercom cash may be used between February
16, 2001 and February 28, 2001 for the funding of Golden Eagle Leasing.
4.5 Financial Information. In addition to any reports
or financial information required under the Credit Documents and under the
Forbearance Agreement, Borrower will furnish to the Banks at least weekly a
report on selected bank accounts in form and substance similar to the report
which is attached to this Amendment as Exhibit "B."
5. Conditions Precedent. Before this First Amendment becomes
effective and Banks become obligated under it, and in addition to any other
conditions stated in this First Amendment and in the Forbearance Agreement, 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
Page 4 of 14
5
this First Amendment and any other documents that Banks may require or request
in accordance with this First Amendment, the Forbearance Agreement, 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 and this
First Amendment. Upon execution of this First Amendment, Borrower will pay Banks
their current Reimbursable Costs in the aggregate amount of $70,591.42, payable
as follows: (i) $17,500 to Xxxxxxx & Xxxxx Xxxxxxx Xxxx for services rendered
through January 25, 2001 as counsel for the Banks as a group; (ii) $51,591.42 to
Xxxxxxx & Marsal, Inc., for services rendered through January 15, 2000 as
financial consultants for the Banks; and (iii) $1,500, 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 Xxxxxxx 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 First Amendment,
Forbearance Agreement and Credit Documents. All representations and warranties
made and given by Borrower in this 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 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
Page 5 of 14
6
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 First 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, and this First 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 First 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 or the Credit Documents or the Forbearance Agreement, 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
Page 6 of 14
7
Documents, the Forbearance Agreement, and this First 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 First 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 First 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 First 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, and this First 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 and this First 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 First 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, 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, and this First Amendment.
Page 7 of 14
8
9. No Prejudice; Reservation of Rights. Except for the limited
forbearance specifically set forth herein, this First Amendment shall not
prejudice any rights or remedies of Banks under the Credit Documents or under
the Forbearance Agreement. 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
and the Forbearance Agreement 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 and the Forbearance Agreement remain
unaffected by this First Amendment and all of the Credit Documents and the
Forbearance Agreement shall remain in full force and effect. Borrower's payment
and performance of Borrower's various Obligations to Banks under the Credit
Documents and the Forbearance Agreement, including all extensions, amendments,
renewals or replacements thereof, continue to be and shall be secured by the
Liens arising under the Credit Documents and the Forbearance Agreement. 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 or the
Forbearance Agreement.
11. Integration. The Credit Documents, the Forbearance
Agreement, and this First Amendment: (a) integrate all the terms and conditions
mentioned in or incidental to the Credit Documents and the Forbearance
Agreement; (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 First Amendment and the terms, conditions, or
provisions of any other agreement or instrument, including any of the other
Credit Documents and the Forbearance Agreement, the terms, conditions and
provisions of this First Amendment shall prevail. No modification of this First
Amendment or the Credit Documents and the Forbearance Agreement shall be
effective unless in writing and signed by the applicable parties to be bound
thereby.
12. Counterparts. This First 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 First Amendment or any of the Credit Documents
or the Forbearance Agreement 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 First Amendment, the Forbearance Agreement, or the Credit
Documents.
Page 8 of 14
9
14. Successors and Assigns. This First 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 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 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 First Amendment or the failure of Borrower to comply with the
terms and conditions of the Credit Documents and the Forbearance Agreement
(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, and this First 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, or this First 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 First
Amendment, no express or implied consent to any further forbearance or
modifications involving any of the matters set forth in this First Amendment or
otherwise shall be inferred or implied by Banks' execution of this First
Amendment or any other action of Banks. Banks' execution of this First Amendment
shall not constitute a waiver, either express or implied, of the requirement
that any further forbearance or modification of the Credit Documents or the
Forbearance Agreement shall require the express written approval of Banks. Each
of the Banks must provide any consent required from the Banks under this First
Amendment.
18. Cumulative Remedies. The rights and remedies of Banks under
this 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 First 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 First 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 First
Amendment, the Forbearance Agreement, and the Credit Documents.
Page 9 of 14
10
21. Headings. Section headings are for reference only and shall
not affect the interpretation or meaning of any provisions of this First
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 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 First
Amendment.
24. Binding Effect. This First 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 First
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
Page 10 of 14
11
"BANKS"
BANK ONE, ARIZONA, NA,
Dated: February 6, 2001 By: /s/ Xxxxxx X. Xxxxxx
-------------------------- -------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: 1st Vice President
FLEET NATIONAL BANK
Dated: February 6, 2001 By: /s/ Xxxxxxx Xxxxxxxx
-------------------------- -------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Senior Vice President
IMPERIAL BANK
Dated: February 7, 2001 By: /s/ Xxxxx Xxxxxx
-------------------------- -------------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
Page 11 of 14
12
"BORROWER"
HYPERCOM CORPORATION, a Delaware
corporation
Dated: February 1, 2001 By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------- -------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
-----------------------------------
Title: Executive Vice President
----------------------------------
HYPERCOM U.S.A., INC., a Delaware
corporation
Dated: February 1, 2001 By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------- -------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
-----------------------------------
Title: Corporate Secretary
----------------------------------
GOLDEN EAGLE LEASING, INC., f/k/a
Hypercom Financial, Inc. (Arizona), an
Arizona corporation
Dated: February 1, 2001 By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------- -------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
-----------------------------------
Title: President
----------------------------------
HYPERCOM HORIZON, INC., a Missouri
corporation
Dated: February 1, 2001 By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------- -------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
-----------------------------------
Title: Corporate Secretary
----------------------------------
Page 12 of 14
13
HYPERCOM INC., a/k/a Hypercom (Arizona),
Inc., an Arizona corporation
Dated: February 1, 2001 By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------- -------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
-----------------------------------
Title: Corporate Secretary
----------------------------------
HYPERCOM TRANSACTION NETWORK, INC.
(Arizona), an Arizona corporation
Dated: February 1, 2001 By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------- -------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
-----------------------------------
Title: Corporate Secretary
----------------------------------
HYPERCOM MANUFACTURING RESOURCES, INC.,
(Arizona) an Arizona corporation
Dated: February 1, 2001 By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------- -------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
-----------------------------------
Title: Corporate Secretary
----------------------------------
HYPERCOM LATINO AMERICA, INC.
(Arizona), an Arizona corporation
Dated: February 1, 2001 By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------- -------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
-----------------------------------
Title: Corporate Secretary
----------------------------------
ePICNETZ, INC., a Nevada corporation
Dated: February 1, 2001 By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------- -------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
-----------------------------------
Title: Corporate Secretary
----------------------------------
Page 13 of 14
14
HYPERCOM EUROPE LIMITED, INC. (Arizona)
Dated: February 1, 2001 By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------- -------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
-----------------------------------
Title: Corporate Secretary
----------------------------------
Page 14 of 14
