B.
Sabol
Name: Thomas B. Sabol
Title: Vice President
HYPERCOM MANUFACTURING RESOURCES, INC., an Arizona corporation
By: /s/ Thomas B.
Sabol
Name: Thomas B. Sabol
Title: Vice President
AGENT AND LENDERS:
BANK OF AMERICA, N.A.,
as Agent and Lender
By: /s/ Carlos
Gil
Name: Carlos Gil
Title: Vice President
CONSENTS AND REAFFIRMATIONS
Each of HYPERCOM CORPORATION, a Delaware corporation, HBNET, INC., an Arizona
corporation, HYPERCOM EMEA, INC., an Arizona corporation, HYPERCOM LATINO
AMERICA, INC., an Arizona corporation, HYPERCOM PUERTO RICO REPAIR FACILITY, GP,
an Arizona general partnership, and HYPERCOM EMEA LTD, a company organized under
the laws of the United Kingdom (collectively, "Obligors", and each individually,
an "Obligor"), hereby acknowledges the execution of, and consents to, the terms
and conditions of that First Amendment to Loan and Security Agreement and
Limited Consent dated as of February 10, 2010 (the "Amendment"), by and among
HYPERCOM U.S.A., INC., HYPERCOM MANUFACTURING RESOURCES, INC. (collectively,
"Borrowers") and BANK OF AMERICA, N.A. ("Agent"), and reaffirms its obligations
under each Secured Continuing Guaranty (each, a "Guaranty") dated as of January
15, 2008, and executed individually by each of the undersigned in favor of Agent
in connection with that certain Loan and Security Agreement dated as of January
15, 2008 (as amended, restated, or otherwise modified from time to time, the
"Loan Agreement") by and among Borrowers, Agent and Lenders.
Each of the
undersigned acknowledges and agrees that each such Guaranty remains in full
force and effect and is hereby ratified and confirmed.
All initially
capitalized terms and phrases wherever used in this consent shall have the
respective meanings given to them in the Loan Agreement, as amended by the
Amendment.
Each Obligor hereby acknowledges that:
(a) it has no defenses, claims or
set-offs to the enforcement by Agent or Lenders of the Obligations on the date
hereof; (b) to its knowledge, Agent and Lenders have fully performed all
undertakings and obligations owed to it as of the date hereof; and (c) except to
the limited extent expressly set forth in the Amendment, Agent and Lenders do
not waive, diminish or limit any term or condition contained in the Loan
Agreement or any of the other Loan Documents.
EACH OBLIGOR HEREBY IRREVOCABLY
RELEASES AND FOREVER DISCHARGES AGENT AND LENDERS AND THEIR AFFILIATES, AND EACH
SUCH PERSON'S RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, MEMBERS,
ATTORNEYS AND REPRESENTATIVES (EACH, A "RELEASED PERSON") OF AND FROM ALL
DAMAGES, LOSSES, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, ACTIONS OR CAUSES OF
ACTION WHATSOEVER (EACH A "CLAIM") THAT SUCH BORROWER MAY NOW HAVE OR CLAIM TO
HAVE AGAINST ANY RELEASED PERSON ON THE DATE HEREOF, WHETHER KNOWN OR UNKNOWN,
OF EVERY NATURE AND EXTENT WHATSOEVER, FOR OR BECAUSE OF ANY MATTER OR THING
DONE, OMITTED OR SUFFERED TO BE DONE OR OMITTED BY ANY OF THE RELEASED PERSONS
THAT BOTH (I) OCCURRED PRIOR TO OR ON THE DATE HEREOF AND (II) IS ON ACCOUNT OF
OR IN ANY WAY CONCERNING, ARISING OUT OF OR FOUNDED UPON THE GUARANTY, THE LOAN
AGREEMENT OR ANY OTHER