exv10w1



 



Exhibit 10.1



FIRST AMENDMENT TO CREDIT AGREEMENT


     
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”) is entered into as of February 15,
2005, by and between HYPERCOM CORPORATION, a Delaware
corporation (“Borrower”), and WELLS 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 4.3 is hereby deleted in its entirety, and
the following substituted therefor:


     
“SECTION 4.3.   FINANCIAL
STATEMENTS. Provide to Bank all of the following, in form and
detail satisfactory to Bank:


     
(a)     not later than 120 days after
and as of the end of each fiscal year, an audited financial
statement of Borrower, prepared by a certified public accountant
acceptable to Bank, to include balance sheet and income
statement;


     
(b)     not later than 60 days after
and as of the end of each quarter, a financial statement of
Borrower, prepared by Borrower, to include balance sheet and
income statement;


     
(c)     contemporaneously with each
annual and quarter financial statement of Borrower required
hereby, a certificate or the president or chief financial
officer of Borrower that said financial statements are accurate
and that there exists no Event of Default nor any condition, act
or event which with the giving of notice or the passage of time
or both would constitute an Event of Default;


     
(d)     from time to time such other
information as Bank may reasonably request.”


     
2. 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.


     
3. 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
 

 

    By: /s/  Scott Tsujita

    
    Scott Tsujita,

        SVP-Finance,

        Treasury & Investor Relations
    	 	
    WELLS FARGO BANK,
    NATIONAL ASSOCIATION
 

 

By:  /s/ Jon Kenney
    
    Jon Kenney,

        Vice President