Exhibit 4.3


 





 


 


AMENDMENT TO MASTER EQUIPMENT LEASE
AGREEMENT 


AND EQUIPMENT SCHEDULE – NO.
001


 


 


Master Equipment Lease Dated: June 18,
2012, (as amended, supplemented, or restated from time to time, together with the Equipment Schedule identified below, collectively,
the “Master Equipment Lease”)


 


Lessor: FIFTH THIRD EQUIPMENT FINANCE
COMPANY formerly known as THE FIFTH THIRD LEASING COMPANY (“Lessor”)


 


Lessees: GLOBAL AXCESS CORP., NATIONWIDE
MONEY SERVICES, INC., NATIONWIDE NTERTAINMENT SERVICES, INC.  (“Lessee”)


 


Guarantor(s), if any: EFT INTEGRATION,
INC.


 


Guaranty (ies) Dated: JUNE 18, 2010


 


Equipment Schedule Dated: MARCH 21,
2011


 


Effective Date of Amendment: MAY 31,
2012


 


1.Amendments.
Notwithstanding anything to the contrary in the Master Equipment Lease, Lessee and Lessor hereby amend the Master Equipment Lease
as follows:


 


Original Terms:


 


	Lease Account Number:	045-9006855-026
	Rent Payment Start Date and on same date of the month during Term:	APRIL 1, 2011
	Expiration Date:	APRIL 1, 2015
	Rent Payment:	
        $0.00 for months one through twelve,

        $103,658.58 for months thirteen through twenty-four,

        $110,271.09 for months twenty-five through thirty-six,

        $117,460.83 for months thirty-seven and forty-seven,

        $117,305.73 for month forty-eight

	Rent Payment Date:	1st 
	# Rental Payments:	48
	Rate:	One-month LIBOR (London Interbank Offered Rate) plus 4.00%


 






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Amended Terms:


 


	Lease Account Number:	045-9006855-026
	Rent Payment Start Date and on same date of the month during Term:	APRIL 1, 2011
	Expiration Date:	MAY 1, 2015
	Rent Payment Date:	1st 
	# Rental Payments:	48
	Rate:	One-month LIBOR (London Interbank Offered Rate) plus 7.50%
	Amended Number of Payments:	Amount of Principal Payment:	First Payment Commencing on:	Last Payment Due on:
	12	$0.00	May 1, 2011	April 1, 2012
	1	$103,658.58	May 1, 2012	May 1, 2012
	2	$0.00	June 1, 2012	July 1, 2012
	33	$80,684.84	August 1, 2012	April 1, 2015
	1	$1,210,272.56	May 1, 2015	May 1, 2015


  


2.Representations.
To induce Lessor to accept this Amendment, Lessee and the Guarantor(s), if any (each a “Transaction Party”
and collectively, “Transaction Parties”) hereby represent and warrant to Lessor as follows:


 


2.1Each
Transaction Party has full power and authority to enter into, and to perform their respective obligations under, this Amendment
and the documents, instruments and agreements to be entered into in connection herewith (collectively with this Amendment, the
“Amendment Documents”), and the execution and delivery of, and the performance of their respective obligations
under and arising out of, the Amendment Documents have been duly authorized by all necessary action.


 


2.2This Amendment and the other
Amendment Documents constitute the legal, valid and binding obligations of each Transaction Party enforceable in accordance with
their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws
affecting creditors’ rights generally.


 


2.3The respective representations
and warranties of Lessee contained in the Master Equipment Lease and the documents, instruments and agreements executed and delivered
in connection therewith (collectively with the Master Equipment Lease, the “Lease Documents”) and of Guarantor(s),
if any, contained in the Guaranty (ies), if any (collectively with the Lease Documents, the “Transaction Documents”)
are complete and correct as of the Effective Date (other than a representation or warranty that is stated to relate solely to an
earlier date) with the same effect as though such representations and warranties had been made again on and as of the Effective
Date, subject to those changes as are not prohibited by, or do not constitute a default under the respective Transaction Document.


 


2.4No default under any of the
Transaction Documents has occurred and is continuing.


 


3.Release. Each Transaction
Party hereby releases Lessor and each other affiliate of Fifth Third Bancorp from any and all liabilities, damages and claims arising
from or in any way related to each of the Transaction Documents and/or the Obligations (as defined below), other than such liabilities,
damages and claims which arise after the Effective Date. The foregoing release does not release or discharge, or operate to waive
performance by, Lessor of its express agreements and obligations stated in the Transaction Documents arising on and after the Effective
Date.


 


4.Continuing Effect of Master
Equipment Lease. Except as expressly amended hereby, all of the provisions of the Master Equipment Lease and the other Transaction
Documents are ratified and confirmed and remain in full force and effect.


 


5.One Agreement; References;
Fax Signature. The Master Equipment Lease, as amended by this Amendment, will be construed as one agreement. All references
to the Master Equipment Lease in any documents, instruments or agreements will be deemed to be references to the Master Equipment
Lease as amended by this Amendment. This Amendment may be signed by facsimile signatures or other electronic delivery of an image
file reflecting the execution hereof, and if so signed, (i) may be relied on by each party as if the document were a manually signed
original and (ii) will be binding on each party for all purposes.


 






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6.Default. Any default by
any Transaction Party in the performance of any of such Transaction Party’s obligations under this Amendment shall constitute
a default and an event of default under the Master Equipment Lease and the other Transaction Documents.


 


7.Captions. The headings
to the Sections of this Amendment have been inserted for convenience of reference only and shall in no way modify or restrict any
provisions hereof or be used to construe any such provisions.


 


8.Counterparts. This Amendment
may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute one and
the same instrument.


 


9.Entire Agreement. This
Amendment, together with the Master Equipment Lease and the other Transaction Documents, sets forth the entire agreement of the
parties with respect to the subject matter of this Amendment and supersedes all previous understandings, written or oral, in respect
of this Amendment. Except to the extent that the terms of the Transaction Documents are expressly amended by this Amendment, if
there is any conflict, ambiguity, or inconsistency, in Lessor’s judgment, between the terms of the Master Equipment Lease,
this Amendment and/or any of the other Transaction Documents, then the applicable terms and provisions, in Lessor’s judgment,
providing Lessor with the greater rights and remedies will control.


 


10.Governing Law. This Amendment
shall be governed by and construed in accordance with the laws of the state selected as the governing law in the Master Equipment
Lease (the “State”), without regard to the State’s conflicts of law principles.


 


11.Acknowledgment. Each
Transaction Party acknowledges and confirms that: (i) the indebtedness, liabilities and obligations of Lessee under and in connection
with the Master Equipment Lease and the other Transaction Documents (collectively, the “Obligations”) are valid,
enforceable and existing indebtedness, liabilities and obligations payable by Lessee to Lessor and (ii) no Transaction Party has
any counterclaims, set-offs, offsets or defenses or any rights of set-off, offsets, or defense of any kind or nature whatsoever
with respect to the Obligations or the Transaction Documents.


 


12.Ratification of Documents
and Security. Each Transaction Party hereby ratifies and reaffirms all terms, conditions and obligations of the Transaction
Documents to which such Transaction Party is a party and acknowledges that the Transaction Documents remain in full force and effect
except as expressly amended hereby or in connection herewith. Each Transaction Party hereby expressly intends that this Amendment
shall not in any manner: (a) constitute the refinancing, refunding, payment or extinguishment of the existing Obligations; (b)
be deemed to evidence a novation of the outstanding balance of the Obligations; or (c) affect, replace, impair, or extinguish the
creation, attachment, perfection or priority of any security interests, assignments or other liens (collectively, the “Liens”)
on any collateral or security held by Lessor for the Obligations (collectively with any collateral, if any, in which a security
interest is granted in this Amendment or the other Amendment Documents, the “Transaction Collateral”). Without
limiting the generality of the immediately preceding sentences, each Transaction Party ratifies and reaffirms any and all grants
to Lessor in the Transaction Documents or otherwise, of the security interests, assignments, and other Liens on the Transaction
Collateral as security for the Obligations, and Lessee acknowledges and confirms that the grants of the Liens to Lessor on the
Transaction Collateral: (i) represent continuing security interests in and other Liens on all of the Transaction Collateral, (ii)
secure all of the Obligations, and (iii) represent valid, first and best security interests in and other Liens on all of the Transaction
Collateral except to the extent of any Liens expressly permitted pursuant to the Transaction Documents.


 


13.Certifications by Secretaries.
By signing below, each of the undersigned Secretary of Lessee and the undersigned Secretary of Guarantor, as applicable, does hereby
certify that in accordance with the laws of the state of such Transaction Party’s organization in a unanimous written action
of the Board of Directors/Managers/Members of such Transaction Party, resolutions, in form and substance satisfactory to Lessor,
were adopted authorizing the execution of this Amendment and the other Amendment Documents by a duly authorized officer, manager
or member of such Transaction Party; and such resolutions are now in full force and effect, have not been rescinded or modified,
and that there is nothing in the articles, certificates, regulations, by-laws, operating agreement, or directors’, managers’,
members’ or stockholders’ resolutions which in any way limits, restricts or conflicts with said resolutions.


 






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14.WAIVER OF JURY TRIAL.
LESSOR AND THE TRANSACTION PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THE MASTER EQUIPMENT LEASE,
THIS AMENDMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OF THE OTHER TRANSACTION DOCUMENTS.


 


15.Reaffirmation of Guaranty.
Guarantor(s) hereby each reaffirm the Guaranty (ies) and acknowledge and agree that none of the Guarantor(s) is released from their
respective obligations under the Guaranty (ies) by reason of this Amendment and that the obligations of the Guarantor(s) under
the Guaranty (ies) extend to the Master Equipment Lease as amended by this Amendment and to the other Transaction Documents. This
reaffirmation of Guaranty (ies) shall not be construed, by implication or otherwise, as imposing any requirement that Lessor notify
or seek the consent of any of the Guarantor(s) relative to any past or future extension of credit, or modification, extension or
other action with respect thereto, in order for any such extension of credit or modification, extension or other action with respect
thereto to be subject to the Guaranty (ies), it being expressly acknowledged and reaffirmed that the Guarantor(s) have under the
Guaranty(ies) consented, among others things, to modifications, extensions and other actions with respect thereto without any notice
thereof or right to consent thereto.


 


17.Cross-Default.
Notwithstanding anything to the contrary contained in any of the Transaction Documents, the occurrence of a default or an event
of default under any Fifth Third Indebtedness which is not cured within any applicable time period, if any, permitted pursuant
to the terms thereof shall be considered an immediate and uncured default and event of default under the Master Equipment Lease
and the other Transaction Documents.


 


 


 


 


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IN WITNESS WHEREOF,
the undersigned have executed this Amendment to be effective as of the Effective Date.


 


	 	LESSEES:
	 	 	 
	 	GLOBAL AXCESS CORP.
	 	 	 
	 	By:	/s/ Lock Ireland
	 	Name:	Lock Ireland
	 	Title:	CEO
	 	 	 
	 	 	 
	 	NATIONWIDE MONEY SERVICES, INC.
	 	 	 
	 	By:	/s/ Lock Ireland
	 	Name:	Lock Ireland
	 	Title:	CEO
	 	 	 
	 	 	 
	 	NATIONWIDE NTERTAINMENT SERVICES, INC.
	 	 	 
	 	By:	/s/ Lock Ireland
	 	Name:	Lock Ireland
	 	Title:	CEO
	 	 	 
	 	 	 
	 	Certification by Secretary: 
	 	 	 
	 	/s/ Sharon M. Jackson
	 	Name:	Sharon M. Jackson
	 	Title:	Secretary
	 	 	 
	 	 	 
	 	GUARANTORS (IF ANY):
	 	 	 
	 	EFT INTEGRATION, INC.
	 	 	 
	 	By:	/s/ Lock Ireland
	 	Name:	Lock Ireland
	 	Title:	CEO


  


Accepted as of the Effective Date.


 


LESSOR:


 


FIFTH THIRD EQUIPMENT FINANCE COMPANY


formerly known as THE FIFTH THIRD LEASING
COMPANY


 





	By:	/s/ Robert Krefting	 
	Name:	Robert Krefting	 
	Title:	Vice President	 







 






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Amendment No. 001 to


INTERIM
FUNDING SCHEDULE – NO. 002


Dated
JANUARY 19, 2012


 


 



 


 


This Amendment dated as of May 31, 2012
amends that certain Interim Funding Schedule – No. 002 dated January 19, 2012 (the “Schedule”) between Fifth
Third Equipment Finance Company fka The Fifth Third Leasing Company, as Lessor, and Global Axcess Corp., Nationwide Money Services,
Inc., and Nationwide Ntertainment Services, Inc., as Lessees. Unless otherwise specified herein, all capitalized terms shall have
the meanings ascribed to them in the Master Lease.


 


For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree that from and after the date hereof,


 


		1.	Section 4(a) Rent and Tax Payments. shall be deleted in its entirety and replaced
as follows:



 


		4.	Payments.



 


On
the 1st day of each month prior to the Termination Date and on the Termination Date (each a “Payment Date”), Lessees
shall pay to Lessor, in respect of all outstanding Progress Payments made by Lessor, interest on the amount of outstanding Progress
Payments at the Interest Rate. As used herein, “Interest Rate” shall mean the percentage per annum equal to the London
Interbank Offered Rate (“LIBOR”), plus seven and one-half percent (7.50%) per annum. 


 


“LIBOR”
shall mean a rate per annum (adjusted for the current maximum reserve rate required to be maintained by Lessor) effective on any
interest rate determination date, which is equal to the offered rate for deposits in U.S. dollars for a one (1) month period, which
rate appears on that page of Bloomberg reporting service, or such similar service as determined by Lessor, that displays British
Bankers’ Association interest settlement rates for deposits in U.S. Dollars, as of 11:00 a.m. (London, England time) two
(2) business days prior to the Interest Rate Determination Date; provided, that if no such offered rate appears on such page, the
rate used for such Interest Period will be the per annum rate of interest determined by Lessor to be the rate at which U.S. dollar
deposits for the Interest Period are offered to Lessor in the London Inter-Bank market as of 11:00 a.m. (London, England time),
on the day that is two (2) business days prior to the Interest Rate Determination Date. 


 


 


2.Schedule
2 to Interim Funding Schedule No. 002 shall be deleted in its entirety.


 


 


This Equipment Schedule is not binding
or effective with respect to the Master Lease or Equipment until executed on behalf of Lessor and Lessee by authorized representatives
of Lessor and Lessee, respectively.


 


EXCEPT AS MODIFIED HEREBY, ALL OF THE
TERMS, COVENANTS AND CONDITIONS OF THE MASTER LEASE AND EQUIPMENT SCHEDULE SHALL REMAIN IN FULL FORCE AND EFFECT AND ARE IN ALL
RESPECTS HEREBY RATIFIED AND AFFIRMED. 


 






    	 



    	 



    
 


IN WITNESS WHEREOF,
Lessee and Lessor have caused this Amendment No.001 to Interim Funding Schedule to be executed by their duly authorized representatives
as of the date first above written.


 





	LESSOR:	 	LESSEES:
	 	 	 
	FIFTH THIRD EQUIPMENT FINANCE COMPANY	 	GLOBAL AXCESS CORP.
	 	 	 
	By:	/s/ Robert Krefting	 	By:	/s/ Lock Ireland
	Name:	Robert Krefting	 	Name:	Lock Ireland
	Title:	Vice President	 	Title:	CEO
	 	 	 	 	 
	 	 	 	 	 
	 	 		NATIONWIDE MONEY SERVICES, INC.
	 	 	 	 
	 	 	 	By:	/s/ Lock Ireland
	 	 	 	Name:	Lock Ireland
	 	 	 	Title:	CEO
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	NATIONWIDE NTERTAINMENT SERVICES, INC.
	 	 	 	 
	 	 	 	By:	/s/ Lock Ireland
	 	 	 	Name:	Lock Ireland
	 	 	 	Title:	CEO







 


 


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Reaffirmation of Guaranty.


 


Guarantor(s) hereby each reaffirm the Guaranty (ies) and acknowledge
and agree that none of the Guarantor(s) is released from their respective obligations under the Guaranty (ies) by reason of this
Amendment and that the obligations of the Guarantor(s) under the Guaranty (ies) extend to the Master Equipment Lease as amended
by this Amendment and to the other Transaction Documents. This reaffirmation of Guaranty (ies) shall not be construed, by implication
or otherwise, as imposing any requirement that Lessor notify or seek the consent of any of the Guarantor(s) relative to any past
or future extension of credit, or modification, extension or other action with respect thereto, in order for any such extension
of credit or modification, extension or other action with respect thereto to be subject to the Guaranty (ies), it being expressly
acknowledged and reaffirmed that the Guarantor(s) have under the Guaranty(ies) consented, among others things, to modifications,
extensions and other actions with respect thereto without any notice thereof or right to consent thereto.


 





	 	EFT INTEGRATION, INC.
	 	 	 
	 	 	 
	 	By:	/s/ Lock Ireland
	 	Name:	Lock Ireland
	 	Title:	CEO