EX-10.30 4 ex10-30.htm EXHIBIT 10.30

Exhibit 10.30

EIGHTH AMENDMENT
TO
LOAN AND SECURITY AGREEMENT

This Eighth Amendment to Loan and Security Agreement is entered into as of June 30, 2014 (the “Amendment”), by and between AVIDBANK CORPORATE FINANCE, a division of AVIDBANK (“Bank”), and USA TECHNOLOGIES, INC. (“Borrower”).

RECITALS

Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 21, 2012 and that certain First Amendment to Loan and Security Agreement dated as of January 1, 2013, that certain Second Amendment to Loan & Security Agreement dated as of April 2, 2013, that certain Third Amendment to Loan and Security Agreement dated as of April 11, 2013, that certain Fourth Amendment to Loan and Security Agreement dated as of April 29, 2013, that certain Fifth Amendment to Loan and Security Agreement dated as of September 26, 2013, that certain Sixth Amendment to Loan and Security Agreement dated as of May 15, 2014, and that certain Seventh Amendment to Loan and Security Agreement is entered into as of June 17, 2014 (collectively, the “Agreement”). Borrower and Bank desire to amend the Agreement in accordance with the terms set forth herein.

NOW, THEREFORE, the parties agree as follows:

1. Borrower acknowledges that there are existing and uncured Events of Default arising from Borrower’s failure to comply with Section 6.9 of the Agreement for the period ended May 31, 2014 (the “Covenant Default”). Subject to the conditions contained herein and performance by Borrower of all of the terms of the Agreement after the date hereof, Bank waives the Covenant Default. Bank does not waive Borrower’s obligations under such section after the date hereof, and Bank does not waive any other failure by Borrower to perform its Obligations under the Loan Documents.

2. Section 6.4 of the Agreement is amended and restated in its entirety to read as follows:

6.4 Audits. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months (during May and November of each calendar year, unless such other schedule may be agreed to by Bank and Borrower) unless an Event of Default has occurred and is continuing.

3. Section 6.10 of the Agreement is amended in its entirety to read as follows:

6.10 Adjusted EBITDA. Borrower shall achieve a minimum Adjusted EBITDA, measured on a quarterly basis, in the following amounts:

Fiscal Quarter | Minimum Adjusted EBITDA
Fiscal quarter ending June 30, 2014: | $1,250,000
Fiscal quarter ending September 30, 2014: | $1,600,000
Fiscal quarter ending December 31, 2014: | $1,800,000
Fiscal quarter ending March 31, 2015: | $2,100,000
Fiscal quarter ending June 30, 2015: | $2,600,000

Borrower shall achieve a minimum Adjusted EBITDA for the remaining fiscal quarters in 2015 and beyond in such amounts as may be mutually agreed upon by Borrower and Bank with reference to Borrower’s annual operating projections for such year(s) delivered to Bank in accordance with Section 6.3(f).

4. Exhibit D to the Agreement is replaced in its entirety with Exhibit D attached hereto.

5. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement.

6. Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default (other than the Covenant Defaults) has occurred and is continuing.

7. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereof. Notwithstanding the foregoing, Borrower shall deliver all original signed documents no later than ten (10) Business Days following the date of execution.

8. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:

(a) this Amendment, duly executed by Borrower; and

(b) payment of an amendment fee equal to $1,000, plus payment of all Bank Expenses incurred by Bank through the date hereof.

[signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

| USA TECHNOLOGIES, INC.
| By: | /s/ David M. DeMedio
| Title: | Chief Financial Officer
| AVIDBANK CORPORATE FINANCE, a division of AVIDBANK
| By: | /s/ Jeffrey Javier
| Title: | Senior Vice President

Exhibit D
Compliance Certificate

| TO: | AVIDBANK CORPORATE FINANCE, A DIVISION OF AVIDBANK

| FROM: | USA TECHNOLOGIES, INC.

The undersigned authorized officer of USA TECHNOLOGIES, INC. hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct as of the date hereof. Attached herewith are the required documents supporting the above certification. The officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes.

Please indicate compliance status by circling Yes/No under “Complies” column.

Reporting Covenant | Required | Complies
Schedule of Revenue Proceeds | Weekly | Yes | No
Transaction Report of Cash Disbursements & Collections | Weekly | Yes | No
A/R & A/P Agings | Monthly within 20 days | Yes | No
Borrowing Base Certificate and Compliance Certificate | Monthly within 20 days |  |
Monthly statements from JPMorgan Chase | Monthly within 5 days of receipt | Yes | No
Monthly financial statements | Monthly within 20 days | Yes | No
Annual financial statements (CPA Audited) | FYE within 120 days | Yes | No
Annual Projections | within 30 days of Fiscal Year beginning | Yes | No
10K and 10Q | (as applicable) | Yes | No
A/R Audit | Semi-Annual | Yes | No
IP Notices | As required under Section 6.11 | Yes | No
Financial Covenant | Required | Actual | Complies
RML for month ended _______________ |  | $__________ | Yes | No
When RML is negative, Minimum Liquidity of at least: | 6 months RML | $__________ | Yes | No
When RML is positive, ratio of Current Assets to Current Liabilities of at least: | 1.00 to 1.00 | ________ : 1.00 | Yes | No
Minimum Adjusted EBITDA for quarters ending: |  |  |  |
June 30, 2014: | $1,250,000 | $__________ | Yes | No
September 30, 2014: | $1,600,000 | $__________ | Yes | No
December 31, 2014: | $1,800,000 | $__________ | Yes | No
March 31, 2015: | $2,100,000 | $__________ | Yes | No
June 30, 2015: | $2,600,000 | $__________ | Yes | No
Comments Regarding Exceptions: See Attached. | BANK USE ONLY
|  | Received by: |
| Sincerely, | AUTHORIZED SIGNER
|  | Date: |
|  | Verified: |
| SIGNATURE | AUTHORIZED SIGNER
|  | Date: |
| TITLE |
|  | Compliance Status | Yes | No
| DATE |