U.S.A., INC., HYPERCOM MANUFACTURING RESOURCES, INC. (collectively,
"Borrowers"), certain financial institutions party thereto as lenders, 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 OBLIGOR 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 ANY GUARANTY, THE LOAN
AGREEMENT OR ANY OTHER LOAN DOCUMENT.
EACH OBLIGOR INTENDS THE ABOVE RELEASE TO COVER, ENCOMPASS, RELEASE, AND
EXTINGUISH, INTER ALIA, ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION THAT MIGHT
OTHERWISE BE RESERVED BY THE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY
EQUIVALENT PROVISION UNDER NEW YORK LAW), WHICH PROVIDES AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR."
EACH OBLIGOR ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR
IN ADDITION TO THOSE NOW KNOWN OR BELIEVED TO BE TRUE WITH RESPECT TO SUCH
CLAIMS, DEMANDS, OR CAUSES OF ACTION, AND AGREES THAT THE AMENDMENT, EACH
GUARANTY AND THE ABOVE RELEASE