SECOND AMENDMENT TO CREDIT AGREEMENT
EXHIBIT 10.12
SECOND
AMENDMENT TO CREDIT AGREEMENT
THIS
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered
into as of March 15, 2006, by and between HYPERCOM CORPORATION, a
Delaware corporation (“Borrower”), and XXXXX FARGO BANK,
NATIONAL ASSOCIATION (“Bank”).
RECITALS
WHEREAS,
Borrower is currently indebted to Bank pursuant to the terms and
conditions of that certain Credit Agreement between Borrower and Bank
dated as of January 31, 2005, as amended from time to time
(“Credit Agreement”).
WHEREAS,
Bank and Borrower have agreed to certain changes in the terms and
conditions set forth in the Credit Agreement and have agreed to amend
the Credit Agreement to reflect said changes.
NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree that the
Credit Agreement shall be amended as follows:
1. Section
1.1. (a) is hereby amended (a) by deleting “July 31,
2006” as the last day on which Bank will make advances under the
Line of Credit, and by substituting for said date
“March 31, 2008,” and (b) by deleting “Ten Million
Dollars ($10,000,000.00)” as the maximum principal amount
available under the Line of Credit, and by substituting for said
amount “Five Million Dollars ($5,000,000.00),” with such
changes to be effective upon the execution and delivery to Bank of a
promissory note dated as of March 1, 2006 (which promissory note
shall replace and be deemed the Line of Credit Note defined in and
made pursuant to the Credit Agreement) and all other contracts,
instruments and documents required by Bank to evidence such change.
2. Section
1.1. (b) is hereby deleted in its entirety, and the following
substituted therefor:
“(b) Letter of Credit Subfeature. As a subfeature under the Line
of Credit, Bank agrees from time to time during the term thereof to
issue or cause an affiliate to issue commercial and/or standby
letters of credit for the account of Borrower (each, a “Letter
of Credit” and collectively, “Letters of Credit”);
provided however, that the aggregate undrawn amount of all
outstanding Letters of Credit shall not at any time exceed Four
Million Dollars ($4,000,000.00). The form and substance of each
Letter of Credit shall be subject to approval by Bank, in its sole
discretion. No Letter of Credit shall have an expiration date
subsequent to the maturity date of the Line of Credit. The undrawn
amount of all Letters of Credit shall be reserved under the Line of
Credit and shall not be available for borrowings thereunder. Each
Letter of Credit shall be subject to the additional terms and
conditions of the Letter of Credit agreements, applications and any
related documents required by Bank in connection with the issuance
thereof. Each drawing paid under a Letter of Credit shall be deemed
an advance under the Line of Credit and shall be repaid
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by Borrower
in accordance with the terms and conditions of this Agreement
applicable to such advances; provided however, that if advances
under the Line of Credit are not available, for any reason, at the
time any drawing is paid, then Borrower shall immediately pay to Bank
the full amount drawn, together with interest thereon from the date
such drawing is paid to the date such amount is fully repaid by
Borrower, at the rate of interest applicable to advances under the
Line of Credit. In such event Borrower agrees that Bank, in its sole
discretion, may debit any account maintained by Borrower with Bank
for the amount of any such drawing.”
3. The following is hereby added to the Credit Agreement as Section 3.2.
(c):
“(a) Additional Letter of Credit Documentation. Prior to the
issuance of each Letter of Credit, Bank shall have received a Letter
of Credit Agreement, properly completed and duly executed by
Borrower.”
4. Section 4.9.
(a) is hereby deleted in its entirety, and the
following substituted therefor:
“(a) Tangible Net Worth not less than $150,000,000.00 at any time, with
“Tangible Net Worth” defined as the aggregate of total
stockholders’ equity plus subordinated debt less any intangible
assets.”
5. Except as specifically provided herein, all terms and conditions of
the Credit Agreement remain in full force and effect, without waiver
or modification. All terms defined in the Credit Agreement shall have
the same meaning when used in this Amendment. This Amendment and the
Credit Agreement shall be read together, as one document.
6. Borrower hereby remakes all representations and warranties contained
in the Credit Agreement and reaffirms all covenants set forth
therein. Borrower further certifies that as of the date of this
Amendment there exists no Event of Default as defined in the Credit
Agreement, nor any condition, act or event which with the giving of
notice or the passage of time or both would constitute any such Event
of Default.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
HYPERCOM CORPORATION | XXXXX FARGO BANK, NATIONAL ASSOCIATION | |||
By: | /s/ Xxxxx Xxxxxxx | By: | /s/ Xxx Xxxxxx | |
SVP-Finance, Treasury & Investor Relations |
Vice President |
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