Exhibit
4.1


Execution
Copy







 


JUNE
30, 2012 AMENDMENT TO FOUR CERTAIN


GLOBAL
AXCESS loan and security agreements


 


THIS
AMENDMENT TO GLOBAL AXCESS LOAN AND SECURITY AGREEMENTS (this “Amendment”), is entered into as of June
30, 2012 by and between: GLOBAL AXCESS CORP., a Nevada corporation (“Global”); NATIONWIDE MONEY
SERVICES, INC., a Nevada corporation (“NMS”); NATIONWIDE NTERTAINMENT SERVICES, INC., a Nevada corporation
(“NNS”); EFT INTEGRATION, INC., a Florida corporation (“EFT”); Global, NMS,
NNS and EFT being hereafter referred to individually, collectively, jointly and severally as the “Borrowers”);
and FIFTH THIRD BANK, an Ohio Banking corporation (the “Bank”).


 


WITNESSETH:


 


I.            Borrowers
and Bank have previously entered into those certain Loan and Security Agreements identified as follows:


 


A.           Loan
and Security Agreement dated as of June 18, 2010 providing a $7,000.000 Credit Facility (the “Original Agreement”),
as amended on December 17, 2010, January 6, 2012, and May 31, 2012 providing a $7.0 MM Credit Facility, part
of which is a $2,000,000 Inventory Draw Note Facility (the “$2.0 MM Inventory Facility”), pursuant to which the following
draws were funded (Draw Nos., dates and amounts are those reflected in Bank records and acknowledged by Borrowers as true and
correct):


 


1.          Draw
No. 117 (opened 01/31/11 with a draw of $271,653.42);


 


2.          Draw
No. 125 (opened 02/04/11 with a draw of $166,891.86);


 


3.          Draw
No. 133 (opened 03/18/11 with a draw of $261,862.74);


 


4.          Draw
No. 208 (opened 05/09/11 with a draw of $219,060.68); and


 


5.          Draw
No. 232 (opened 08/29/11 with a draw of $93,773.91).


 


B.           First
Amendment to the Original Agreement, amending the Original Agreement as of December 17, 2010, providing an additional $1,650,000
Customer Contract Draw Note Facility, (the “$1.65 MM Contract Facility”), pursuant to which the following draws were
funded (Draw Nos., dates and amounts are those reflected in Bank records and acknowledged by Borrowers as true and correct:


 


1.          Draw
No. 91 (opened 12/17/10 with a draw of $333,060.80);


 


2.          Draw
No. 109 (opened 01/12/11 with a draw of $700,000.00);


 


3.          Draw
No. 174 (opened 04/14/11 with a draw of $400,000.00); and


 


4.          Draw
No. 190 (opened 04/14/11 with a draw of $67,656.80).


 



    	 



    	 



    

 


C.           Global
Axcess 2011-B Loan and Security Agreement dated as of November 23, 2011, providing a $1,000,000 Customer Contract Draw
Note Facility (the “$1.0 MM Contract Facility”), pursuant to which the following draw was funded (Draw Nos., dates
and amounts are those reflected in Bank records and acknowledged by Borrowers as true and correct):


 


1.          Draw
No. 273 (opened 11/23/11 with a draw of $200,000.00).


 


D.           Global
Axcess 2011-C Loan and Security Agreement dated as of December 29, 2011, providing a New Acquisition Customer Contract
Draw Note Facility in the amount of $3,000,000 (“the $3.0 MM Contract Facility”), pursuant to which the following
draws were funded (Draw Nos., dates and amounts are those reflected in Bank records and acknowledged by Borrowers as true and
correct):


 


1.          Draw
No. 299 (opened 12/29/11 with a draw of $40,800.00; and


 


2.          Draw
No. 307 (opened 12/29/11 with a draw of $51,600.00).


 


E.           As
of May 31, 2012 Borrowers and the Bank amended the above four (4) Agreements, and the Draw Notes payable thereunder, to extend
the amortization periods and amend the Maturity Dates to be consistent with the end of the extended amortization periods and,
in consideration thereof, the Borrowers agreed to interest rate increases all as provided in the May 31, 2012 Amendment.


 


NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed that the
above Loan and Security Agreements, be, and they hereby are, amended as follows:


 


1.          Capitalized
Terms. Capitalized terms not otherwise defined herein shall continue to have the meanings given them in the above referred
to respective Agreements (the “Agreements”).


 


2.          Amendments
to the Agreements. Effective as of June 30, 2012, the Agreements and each respective Draw Note representing a draw
identified in Sections I. A – D, as amended by the May 31, 2012 Amendment, are hereby further amended as follows:


 


a.           The
following Draws under the $2.0 MM Inventory Facility of the Original Agreement are further amended as follows:


 


1.          Draw
No. 117


 


	Terms
    to be Amended	 	Current
    As of May 31, 2012 

Amendment	 	As
    Hereby Amended
	 	 	 	 	 
	Maturity Date	 	08-01-12	 	No Change
	 	 	 	 	 
	Pricing	 	LIBOR + 7.5%	 	See § 2e, Below
	 	 	 	 	 
	Loan Payment Date	 	1st

        Beginning
        August 1, 2012
	 	No Change


 



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2.          Draw
No. 125


 


	Terms
    to be Amended	 	Current
    As of May 31, 2012

Amendment	 	As
    Hereby Amended
	 	 	 	 	 
	Maturity Date	 	08-01-12	 	No Change
	 	 	 	 	 
	Pricing	 	LIBOR + 7.5%	 	See § 2e, Below
	 	 	 	 	 
	Loan Payment Date	 	1st

        Beginning
        August 1, 2012
	 	No Change


 


3.          Draw
No. 133


 


	Terms
    to be Amended	 	Current
    As of May 31, 2012

Amendment	 	As
    Hereby Amended
	 	 	 	 	 
	Maturity Date	 	09-08-12	 	No Change
	 	 	 	 	 
	Pricing	 	LIBOR + 7.5%	 	See § 2e, Below
	 	 	 	 	 
	Loan Payment Date	 	1st

        Beginning
        August 1, 2012
	 	No Change


  


4.          Draw
No. 208


 


	Terms
    to be Amended	 	Current
    As of May 31, 2012

Amendment	 	As
    Hereby Amended
	 	 	 	 	 
	Maturity Date	 	10-30-12	 	No Change
	 	 	 	 	 
	Pricing	 	LIBOR + 7.5%	 	See § 2e, Below
	 	 	 	 	 
	Loan Payment Date	 	1st

        Beginning
        August 1, 2012
	 	No Change


 



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5.          Draw
No. 232


 


	Terms
    to be Amended	 	Current
    As of May 31, 2012

Amendment	 	As
    Hereby Amended
	 	 	 	 	 
	Maturity Date	 	09-19-13	 	No Change
	 	 	 	 	 
	Pricing	 	LIBOR + 7.5%	 	See § 2e, Below
	 	 	 	 	 
	Loan Payment Date	 	1st

        Beginning
        August 1, 2012
	 	No Change


 


6.          Draw
No. 75 (opened 12/21/10 with a draw of $240,596.97)


 


	 	 	Current	 	As
    Hereby Amended
	 	 	 	 	 
	Maturity Date	 	06-18-12	 	05-31-15
	 	 	 	 	 
	Pricing	 	LIBOR + 5.5%	 	LIBOR + 7.5%
	 	 	 	 	 
	Loan Payment Date	 	21st	 	1st

        Beginning
        August 1, 2012



 


b.           The
following Draws under the $1.65 MM Contract Facility are further amended as follows:


 


1.          Draw
No. 91


 


	Terms
    to be Amended	 	Current
    As of May 31, 2012

Amendment	 	As
    Hereby Amended
	 	 	 	 	 
	Maturity Date	 	05-31-15	 	No Change
	 	 	 	 	 
	Amortization	 	48 months	 	No Change
	 	 	 	 	 
	Payments	 	$4,925.31	 	No Change
	 	 	 	 	 
	Pricing	 	LIBOR + 7.5%	 	See § 2e, Below
	 	 	 	 	 
	Loan Payment Date	 	1st

        Beginning
        August 1, 2012
	 	No Change


 



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2.          Draw
No. 109


 


	Terms
    to be Amended	 	Current
    As of May 31, 2012

Amendment	 	As
    Hereby Amended
	 	 	 	 	 
	Maturity Date	 	05-31-15	 	No Change
	 	 	 	 	 
	Amortization	 	48 months	 	No Change
	 	 	 	 	 
	Payments	 	$10,127.32	 	No Change
	 	 	 	 	 
	Pricing	 	LIBOR + 7.5%	 	See § 2e, Below
	 	 	 	 	 
	Loan Payment Date	 	1st

        Beginning
        August 1, 2012
	 	No Change


 


3.          Draw
No. 174


 


	Terms
    to be Amended	 	Current
    As of May 31, 2012 

Amendment	 	As
    Hereby Amended
	 	 	 	 	 
	Maturity Date	 	05-31-15	 	No Change
	 	 	 	 	 
	Amortization	 	48 months	 	No Change
	 	 	 	 	 
	Payments	 	$5,982.98	 	No Change
	 	 	 	 	 
	Pricing	 	LIBOR + 7.5%	 	See § 2e, Below
	 	 	 	 	 
	Loan Payment Date	 	1st

        Beginning
        August 1, 2012
	 	No Change


 



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4.          Draw
No. 190


 


	Terms
    to be Amended	 	Current
    As of May 31, 2012 

Amendment	 	As
    Hereby Amended
	 	 	 	 	 
	Maturity Date	 	05-31-15	 	No Change
	 	 	 	 	 
	Amortization	 	48 months	 	No Change
	 	 	 	 	 
	Payments	 	$946.14	 	No Change
	 	 	 	 	 
	Pricing	 	LIBOR + 7.5%	 	See § 2e, Below
	 	 	 	 	 
	Loan Payment Date	 	1st

        Beginning
        August 1, 2012
	 	No Change


 


c.           The
following Draw under the $1.0 MM Contract Facility is further amended as follows:


 


1.          Draw
No. 273


 


	Terms
    to be Amended	 	Current
    As of May 31, 2012 

Amendment	 	As
    Hereby Amended
	 	 	 	 	 
	Maturity Date	 	05-31-15	 	No Change
	 	 	 	 	 
	Amortization	 	48 months	 	No Change
	 	 	 	 	 
	Payments	 	$19,657.31	 	No Change
	 	 	 	 	 
	Pricing	 	LIBOR + 7.5%	 	See § 2e, Below
	 	 	 	 	 
	Loan Payment Date	 	1st

        Beginning
        August 1, 2012
	 	No Change


 



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d.           The
following Draws under the $3.0 MM Contract Facility are further amended as follows:


 


1.          Draw
No. 299


 


	Terms
    to be Amended	 	Current
    As of May 31, 2012 

Amendment	 	As
    Hereby Amended
	 	 	 	 	 
	Loan Payment Date	 	1st

        Beginning
        August 1, 2012
	 	No Change
	 	 	 	 	 
	Pricing	 	 	 	See § 2e, Below


 


2.          Draw
No. 307


 


	Terms
    to be Amended	 	Current
    As of May 31, 2012 

Amendment	 	As
    Hereby Amended
	 	 	 	 	 
	Loan Payment Date	 	1st

        Beginning
        August 1, 2012
	 	No Change
	 	 	 	 	 
	Pricing	 	LIBOR + 6.0%	 	See § 2e, Below


 


e.           Pricing
Amendment. The above-referenced Draws funded under the Original Agreement and the 2011 Agreements, as amended, are further
amended by revising the interest payable by the Borrowers to the Bank to remain at LIBOR +7.5%; provided, however,
that upon receipt by the Bank of Borrowers’ audited Financial Statements for the period ending December 31, 2012 and for
each quarter thereafter, the interest rate shall decrease as of the beginning of the quarter next following (June 30, 2012)
the quarter for which such Financial Statements are received, to LIBOR +5.50% provided further that (i) Borrowers’ Debt
Service Coverage Ratio is greater than 1.2; (ii) its ratio of Senior Funded Debt to EBITDA is less than 2.0; and (iii) Borrowers
collectively maintain an average balance of at least $1,200,000 of unencumbered liquid assets, as measured quarterly. The periods
of applicability of any such decrease to LIBOR +5.50% or revert to LIBOR +7.5% shall be measured quarterly. All terms written
with initial capital or all capital letters shall have the meaning assigned to them in Section 1 (DEFINITIONS) and Section 10
(FINANCIAL COVENANTS) of the Original Agreement.


 


f.            Liquidity
Covenant Amendment. The Liquidity Covenant added as Section 10.4 to the Original Agreement and set forth in substituted Section
10.3 of the 2011 Agreements pursuant to the May 31, 2012 Amendment, is further amended by modifying the measurement dates and
the amount of unencumbered liquid assets as follows:


 



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	 	 	Current	 	 	As Hereby Amended	 
	 	 	 	 	 	 	 	 	 
	Through
    09/30/12	 	$	850,000	 	 	 	No
                                                                                                                      Change	 
	 	 	 	 	 	 	 	 	 
	From
    10/01/12 to 3/15/15	 	$	1,200,000	 	 	 	No
                                                                                                           Change	 
	 	 	 	 	 	 	 	 	 
	From
    06/30/12 to 09/30/12	 	 	 	 	 	$	500,000	 
	 	 	 	 	 	 	 	 	 
	From
    01/01/13 to 03/31/13	 	 	 	 	 	$	300,000	 
	 	 	 	 	 	 	 	 	 
	From
    04/01/13 to 09/30/13	 	 	 	 	 	$	500,000	 
	 	 	 	 	 	 	 	 	 
	From
    10/01/13 to 12/31/13	 	 	 	 	 	$	850,000	 
	 	 	 	 	 	 	 	 	 
	From
    01/01/14 to 03/15/15	 	 	 	 	 	$	1,200,000	 



 


3.          Amendments
to Other Loan Documents. All other Loan Documents including Draw Notes shall be deemed modified as necessary to be consistent
with this Amendment. Borrowers affirm and acknowledge that this Amendment, shall be a deemed a “Loan Document” for
all purposes of the Agreements and the other Loan Documents thereunder.


 


4.          Representations
and Warranties of the Borrowers. Each Borrower, on its own behalf and with respect to said Borrower (as applicable), hereby
represents and warrants:


 


a.           Each
of the Agreements, this Amendment, the Notes and all other Loan Documents constitute legal, valid and binding joint and several
obligations of Borrowers and are enforceable against Borrowers in accordance with their terms;


 


b.           There
are no Events of Default under any of the Agreements, or under any of the other Loan Documents, nor does any circumstance or event
exist which, with the giving of notice or the passage of time, or both, would constitute an Event of Default thereunder; and


 


c.           Borrower’s
representations and warranties in each of the Agreements are and remain true and correct as of the date of this Amendment (except
for those representations and warranties which were given in any of the respective Agreements as of a specified date, which Borrowers
hereby represent remain true and correct as of said date).


 


5.          Conditions
Precedent. The effectiveness of this Amendment and all obligations of the Bank hereunder, are subject to the satisfaction
of the following:


 


a.           Borrowers
shall have executed and delivered each of the following:


 


i.            This
Amendment; and


 



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ii.         Such
other certificates, financial statements, schedules, resolutions, opinions of counsel, notes and other documents which the Bank
shall require.


 


b.           The
representations and warranties of the Borrowers set forth in Section 4 above shall be true and correct in all material respects
at and as of the date hereof.


 


6.          Agreements
and Other Loan Documents (hereinafter, collectively the “Loan Documents”) in Full Force and Effect.
Each of the parties hereby expressly acknowledges and agrees that:


 


a.           Except
as specifically modified hereby, all terms and provisions of the Loan Documents are hereby ratified and confirmed in all respects
and shall remain in full force and effect.


 


b.           The
execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Bank under
the Loan Documents, nor constitute a waiver of any provision of the Loan Documents;


 


c.           The
liens evidenced by the Loan Documents shall in no way be deemed to have been subordinated, released, modified, terminated, or
otherwise effected by this Amendment;


 


d.           The
liens created by the Loan Documents shall continue in full force and effect, shall have the same validity, priority and effect
that they had immediately prior to the execution of this Amendment (and the other documents and instruments executed and delivered
pursuant to this Amendment, if any), and shall survive (without interruption) and not be merged into the execution and delivery
of this Amendment (or any of the other documents and instruments to be executed pursuant to this Amendment, if any);


 


e.           All
covenants of Borrowers in this Amendment shall be deemed to be covenants of Borrowers under the Loan Documents (as applicable),
and all representations and warranties of Borrowers in this Amendment shall be deemed to be representations and warranties of
Borrowers under the Loan Documents (as applicable).


 


7.          Acknowledgement,
Release and Hold Harmless. Each Borrower, on its own behalf and with respect to said Borrower, hereby acknowledges and agrees
that the Bank has fulfilled any and all of its obligations under the Loan Documents to date, including without limitation any
and all obligations with respect to the Note. Each Borrower, on its own behalf and with respect to said Borrower, also hereby
releases and holds the Bank harmless from and against any and all claims, actions, lawsuits, damages, costs and expenses whatsoever
which any of the Borrowers may have had or currently may have against the Bank in connection with or related to the Loan Documents.


 


8.          Costs
and Expenses; Fees. Borrowers shall jointly and severally be responsible for any and all costs, expenses, fees, charges, taxes
(other than taxes on the income of Bank), of whatever kind and nature, incurred by Bank in connection with the transactions provided
for in this Amendment, including, without limitation, attorneys’ fees and costs and recording fees incurred in connection
with the negotiation, drafting, execution and closing of this Amendment and any follow up thereafter.


 



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9.          Attorneys’
Fees; Enforcement. Each Borrower hereby acknowledges and agrees that Bank may hire or pay someone else to help enforce this
Amendment or any of the other Loan Documents. Each Borrower hereby further acknowledges and agrees the Borrowers, jointly and
severally, shall pay on demand all reasonable costs and expenses of every kind incurred by Bank in enforcing this Amendment or
any of the other Loan Documents, or for any other purpose related to this Amendment. “Costs and expenses” as used
in the preceding sentence shall include, without limitation, reasonable attorneys’ fees and reasonable legal expenses (including
all court costs and such additional fees as may be directed by the court), whether or not there is a lawsuit, incurred by Bank
in retaining counsel for advice, suit, appeal, any insolvency or bankruptcy proceedings (including efforts to modify or vacate
any automatic stay or injunction) or other proceedings, or for any other purpose specified in the preceding sentence.


 


10.         Severability.
Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable
law. Any term or provision of this Amendment that is invalid or unenforceable in any situation shall not affect the validity or
enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision
in any other situation. In the event that any clause, term, or condition of this Amendment shall be held invalid or contrary to
law: (a) this Amendment shall remain in full force and effect as to all other clauses, terms, and conditions; (b) the subject
clause, term, or condition shall be revised to the minimum extent necessary to render the modified provision valid, legal and
enforceable; and (c) the remaining provisions of this Amendment shall be amended to the minimum extent necessary so as to render
the Amendment as a whole most nearly consistent with the parties’ intentions in light of the modification or removal of
the invalid or illegal provision.


 


11.         Headings
and Construction. The section and other headings contained in this Amendment are for convenience and shall not be deemed to
limit, characterize or interpret any provision of this Amendment. Any word or defined term in this Amendment shall be read as
singular, plural, masculine, feminine or neuter as may be appropriate under the circumstances then existing.


 


12.         Successors
and Assigns. This Amendment shall be binding upon, and inure to the benefit of, the respective successors and permitted assigns
of each of the parties hereto.


 


13.         Incorporation
of Recitals; Reliance. Each of the Borrowers hereby acknowledges that the foregoing recitals to this Amendment are true and
correct, each are to be incorporated herein as an integral part hereof, and each shall be considered as substantive and not precatory
language. Each of the Borrowers also hereby recognizes and acknowledges that: (a) in accepting this Amendment and agreeing to
make the modifications contained herein, Bank is expressly relying on the truth and accuracy of each Borrower’s recitals,
warranties and representations set forth in this Amendment without any obligation to investigate the truth and accuracy thereof;
(b) such reliance exists on the part of the Bank prior hereto; (c) such recitals, warranties and representations are a material
inducement to Bank in making the modifications identified above and accepting this Amendment; and (d) Bank would not be willing
to make the modifications identified above and/or accept this Amendment in the absence of any of such recitals, warranties and
representations.


 



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14.         Counterparts.
This Amendment may be executed in any number of counterparts. Each such executed counterpart shall be deemed an original hereof
and all such executed counterparts shall together constitute one and the same instrument. Copies of signatures transmitted by
mail, facsimile, or email or any other electronic method, shall be considered authentic and binding.


 


IN
WITNESS WHEREOF, the undersigned have executed this June 30, 2012 Amendment to Global Axcess Loan and Security Documents as of
the date first set forth above.


 


	BORROWERS:	 	GLOBAL AXCESS CORP, a Nevada
    corporation
	 	 	 	 
	 	 	By:	/s/
    Lock Ireland
	 	 	 	Lock Ireland, Co-Chief Executive Officer
	 	 	 
	 	 	NATIONWIDE
        MONEY SERVICES INC., a

        Nevada
        corporation

	 	 	 	 
	 	 	By:	/s/
    Lock Ireland
	 	 	 	Lock Ireland, President
	 	 	 
	 	 	NATIONWIDE NTERTAINMENT SERVICES,

    INC., a Nevada corporation
	 	 	 	 
	 	 	By:	/s/
    Lock Ireland
	 	 	 	Lock Ireland, President
	 	 	 
	 	 	EFT INTEGRATION, INC., a Nevada
    corporation
	 	 	 	 
	 	 	By:	/s/
    Lock Ireland
	 	 	 	Lock Ireland, President
	 	 	 
	 	 	FIFTH THIRD BANK, an Ohio Banking
    corporation
	 	 	 	 
	BANK:	 	By:	/s/
    Janice Kriwanek
	 	 	 	Janice Kriwanek, Senior Vice President


 



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