**EXHIBIT 10.12****SECONDAMENDMENT TO CREDIT AGREEMENT**     THISAMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is enteredinto as of March 15, 2006, by and between HYPERCOM CORPORATION, aDelaware corporation (“Borrower”), and WELLS FARGO BANK,NATIONAL ASSOCIATION (“Bank”).**RECITALS**     WHEREAS,Borrower is currently indebted to Bank pursuant to the terms andconditions of that certain Credit Agreement between Borrower and Bankdated 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 andconditions set forth in the Credit Agreement and have agreed to amendthe Credit Agreement to reflect said changes.     NOW,THEREFORE, for valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the parties hereto agree that theCredit Agreement shall be amended as follows:     1.  Section1.1. (a) is hereby amended (a) by deleting “July 31,2006” as the last day on which Bank will make advances under theLine of Credit, and by substituting for said date“March 31, 2008,” and (b) by deleting “Ten MillionDollars ($10,000,000.00)” as the maximum principal amountavailable under the Line of Credit, and by substituting for saidamount “Five Million Dollars ($5,000,000.00),” with suchchanges to be effective upon the execution and delivery to Bank of apromissory note dated as of March 1, 2006 (which promissory noteshall replace and be deemed the Line of Credit Note defined in andmade pursuant to the Credit Agreement) and all other contracts,instruments and documents required by Bank to evidence such change.     2.  Section1.1. (b) is hereby deleted in its entirety, and the followingsubstituted therefor:“(b)   Letter of Credit Subfeature.  As a subfeature under the Lineof Credit, Bank agrees from time to time during the term thereof toissue or cause an affiliate to issue commercial and/or standbyletters of credit for the account of Borrower (each, a “Letterof Credit” and collectively, “Letters of Credit”);provided however, that the aggregate undrawn amount of alloutstanding Letters of Credit shall not at any time exceed FourMillion Dollars ($4,000,000.00). The form and substance of eachLetter of Credit shall be subject to approval by Bank, in its solediscretion. No Letter of Credit shall have an expiration datesubsequent to the maturity date of the Line of Credit. The undrawnamount of all Letters of Credit shall be reserved under the Line ofCredit and shall not be available for borrowings thereunder. EachLetter of Credit shall be subject to the additional terms andconditions of the Letter of Credit agreements, applications and anyrelated documents required by Bank in connection with the issuancethereof. Each drawing paid under a Letter of Credit shall be deemedan advance under the Line of Credit and shall be repaid
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by Borrowerin accordance with the terms and conditions of this Agreementapplicable to such advances; provided however, that if advancesunder the Line of Credit are not available, for any reason, at thetime any drawing is paid, then Borrower shall immediately pay to Bankthe full amount drawn, together with interest thereon from the datesuch drawing is paid to the date such amount is fully repaid byBorrower, at the rate of interest applicable to advances under theLine of Credit. In such event Borrower agrees that Bank, in its solediscretion, may debit any account maintained by Borrower with Bankfor 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 theissuance of each Letter of Credit, Bank shall have received a Letterof Credit Agreement, properly completed and duly executed byBorrower.”     4.  Section 4.9.(a) is hereby deleted in its entirety, and thefollowing 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 totalstockholders’ equity plus subordinated debt less any intangibleassets.”     5.  Except as specifically provided herein, all terms and conditions ofthe Credit Agreement remain in full force and effect, without waiveror modification. All terms defined in the Credit Agreement shall havethe same meaning when used in this Amendment. This Amendment and theCredit Agreement shall be read together, as one document.     6.  Borrower hereby remakes all representations and warranties containedin the Credit Agreement and reaffirms all covenants set forththerein. Borrower further certifies that as of the date of thisAmendment there exists no Event of Default as defined in the CreditAgreement, nor any condition, act or event which with the giving ofnotice or the passage of time or both would constitute any such Eventof Default.     INWITNESS WHEREOF, the parties hereto have caused this Amendment to beexecuted as of the day and year first written above.     HYPERCOM CORPORATION WELLS FARGO BANK, NATIONAL ASSOCIATION     By:/s/ Scott Tsujita By:/s/ Jon Kenney  ScottTsujita,SVP-Finance, Treasury & Investor Relations   JonKenney,