Prepared by MERRILL CORPORATION




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Exhibit 10.45  


 
 

THIRD MODIFICATION TO CREDIT AGREEMENT    
  


This
Third Modification to Credit Agreement (this "Modification") is entered into by and between TIER TECHNOLOGIES, INC. ("Borrower") and COMERICA
BANK-CALIFORNIA, as successor by merger to Imperial Bank ("Bank") as of this 28th day of November, 2001, at San Jose, California. 


 
 

RECITALS


        This
Modification is entered into upon the basis of the following facts and understandings of the parties, which facts and understandings are acknowledged by the parties to be true and
accurate: 


        Bank
and Borrower previously entered into a Credit Agreement dated August 25, 2000, which was subsequently amended pursuant to those certain modification agreements dated June 18, 2001
and September 19, 2001. The Credit Agreement and each modification shall collectively be referred to herein as the "Agreement." 



        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set forth below. 


 
 

AGREEMENT


        1.    Incorporation by Reference. The Recitals and the documents referred to therein are incorporated herein by this reference.
Except as otherwise noted, the terms not defined herein shall have the meaning set forth in the Agreement. 



        2.    Modification to the Agreement. Subject to the satisfaction of the conditions precedent as set forth in Section 3 hereof,
the Agreement is hereby modified as set forth below. 


                A.    Each
reference contained in the Agreement, and in each document, instrument or agreement entered into by Borrower with or in favor of Bank in connection
with the Agreement, to "Imperial Bank" hereby is deleted and replaced in its entirety with "Comerica Bank-California," respectively. 



                B.    The
defined term "Prime Rate" and the related definition contained in the Agreement hereby is deleted in its entirety and replaced with the defined term
"Base Rate," which shall mean the variable rate of interest announced by Bank at its headquarters office in San Jose, California as its "Base Rate" from time to time and which serves as the basis upon
which effective rates of interest are calculated for those loans making reference thereto. Accordingly, each reference to the term 'Prime Rate' contained elsewhere in the Agreement hereby is deleted
and replaced in its entirety with the term "Base Rate." 


                C.    Subsection
1.01A(b) of the Agreement is hereby deleted in its entirety and replaced with the following: 



"(b)    Letter of Credit Usage and Sublimit. Subject to availability under the Revolving Line of Credit, at any time and from time to time
from the date hereof through the banking day immediately prior to the Revolving Line of Credit Maturity Date, Bank shall issue for the account of Borrower such standby and commercial letters of credit
("Letters of Credit") as Borrower may request, which requests shall be made by delivering to Bank a duly executed letter of credit application on Bank's standard form; provided, however, that the
outstanding and undrawn amounts under all such Letters of Credit (i) shall not at any time exceed Fifteen Million Dollars ($15,000,000) (the "Letter of Credit Sublimit") and (ii) shall be deemed to
constitute Revolving Loans for the purpose of calculating availability under the Revolving Line of Credit. Unless agreed to in writing by Bank, no Letter of Credit shall have an expiration 



1






date
that is later than the Revolving Line of Credit Maturity Date. All Letters of Credit shall be in form and substance acceptable to Bank in its sole discretion and shall be subject to the terms and
conditions of Bank's form application and letter of credit agreement and other agreements required by Bank. Borrower will pay all usual issuance and other fees that Bank notifies Borrower it will be
charged for issuing and processing Letters of Credit for Borrower" 


        3.    Legal Effect. The effectiveness of this Modification is conditioned upon receipt by Bank of this Modification, and any
other documents which Bank may require to carry out the terms hereof. Except as specifically set forth in this Modification, all of the terms and conditions of the Agreement remain in full force and
effect. 


        4.    Integration. This is an integrated Modification and supersedes all prior negotiations and agreements regarding the subject
matter hereof. All amendments hereto must be in writing and signed by the parties. 


        IN
WITNESS WHEREOF, the parties have agreed as of the date first set forth above. 



	
TIER TECHNOLOGIES, INC.	
 	

COMERICA BANK-CALIFORNIA
	

 	

 	
 	

 	

 
	By:	/s/ Laura B. DePole
	 	By:	/s/ Michael Hazlewood

	 	 	 	 	Michael Hazlewood
	Title:	CFO
	 	 	Senior Vice President
	

 	

 	
 	

 	

 
	

By:	

	
 	

 	

 
	

Title:	

	
 	

 	

 











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THIRD MODIFICATION TO CREDIT AGREEMENT

RECITALS

AGREEMENT