ex10_26.htm


    
      

    

    Exhibit
      10.26

     

    FIRST
      AMENDMENT TO

    MASTERCARD
      PAYPASS PARTICIPATION AGREEMENT

    


    This
      First Amendment is made this
      17th day of
      August 2007, by and between MASTERCARD INTERNATIONAL INCORPORATED
      ("MasterCard"), COCA COLA ENTERPRISES INC. AND ITS BOTTLING SUBSIDIARIES
      (collectively, “Merchant”), and USA TECHNOLOGIES, INC. ("USAT").

    


    Background

    


    MasterCard,
      Merchant and USA have
      entered into a MasterCard PayPass Participation Agreement dated as of May 15,
      2007 (the "Agreement"). As more fully set forth herein, the parties desire
      to
      amend the Agreement in certain respects.

    


    Agreement

    


    NOW,
      THEREFORE, in consideration of the
      covenants set forth herein, and intending to be legally bound hereby, the
      parties agree as follows:

    


    1.           Amendments.

    


    A.
      The date “August 31, 2007” appearing
      in the second bullet point under Section 2. Timing of the Program is
      hereby deleted and the date “October 31, 2007” shall be substituted in its
      place.

    


    B.
      The date “August 31, 2007” appearing
      in the first bullet point under Section 3. MasterCard’s Specific
      Obligations is hereby deleted and the date “October 31, 2007” is hereby
      substituted in its place.

    


    C.
      The date “August 31, 2007” appearing
      in Section 4. MasterCard’s Financial Support to USA is hereby deleted and
      the date “October 31, 2007” is hereby substituted in its place.

    


    D.
      The date “August 31, 2007” appearing
      in Subsection (i) Merchant of Section 5 Merchant’s and USA’s Specific
      Obligations is hereby deleted and the date “October 31, 2007” is hereby
      substituted in its place.

    


    E.
      The date “August 31, 2007” appearing
      in the first bullet point under Subsection (i) Merchant of Section 5
Merchant’s and USA’s Specific Obligations is hereby deleted and the date
“October 31, 2007” is hereby substituted in its place.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    2.
      Modification.  Except as otherwise
      specifically set forth in Paragraph 1, the Agreement shall not be amended or
      modified in any respect whatsoever and shall continue in full force and effect.
      All capitalized terms used herein and not otherwise defined herein shall have
      the meanings ascribed to such terms in the Agreement. The terms and conditions
      of this First Amendment shall be deemed to have been an original part of the
      Agreement and to have been effective from and after May 15, 2007.

    


    IN
      WITNESS WHEREOF, the parties hereto
      have executed this First Amendment on the day and year first above
      written.

    


    
      	 	
              Mastercard:

            
	 	
              MASTERCARD
                INTERNATIONAL INCORPORATED

            
	 	 
	 	 
	 	
              By: 
                

            	   /s/
              T.J. Sharkey	 
	 	
              Name:
                T.J. Sharkey

            
	 	
              Print
                Title: SVP – Merchant Sales

            
	 	 
	 	
              Merchant:

            
	 	
              COCA
                COLA ENTERPRISES INC. AND ITS 

            
	 	BOTTLER
              SUBSIDIARIES   	 
	 	
              FULL
                LEGAL NAME OF MERCHANT

            
	 	 
	 	 
	 	
              By:
                

            	 
              /s/ Terry Marks	 
	 	
              Name:
                Terry Marks

            
	 	
              Print
                Title: President

            
	 	 
	 	
              USAT:

            
	 	
              USA
                TECHNOLOGIES, INC.

            
	 	 
	 	 
	 	
              By:
                

            	 
              /s/ Stephen P. Herbert	 
	 	
              Name:
                Stephen P. Herbert

            
	 	
              Print
                Title: President/COO

            


    

     

     

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