Exhibit 4
AFFINITY TECHNOLOGY GROUP, INC.
1053 B Sparkleberry Lane Extension, Columbia, SC 29223
April 4, 2005
Accredited Investor
Address
City, State Zip Code
Re:
Convertible Note Purchase Agreement (the "Note Purchase
Agreement) between Affinity Technology Group, Inc., a Delaware
corporation (the "Company"), and the investors identified on
Schedule 1 attached thereto (collectively, the "Noteholders")
Dear Accredited Investor:
On behalf of the Company, I am sending you
this letter to request your agreement
to amend the Note Purchase Agreement to
permit the Company to continue to issue
its 8% Convertible Secured Notes (the
"Notes") thereunder.
Pursuant to Section 2.2 of the Note
Purchase Agreement, the Company is
prohibited from issuing additional Notes
under the Note Purchase Agreement if an
Event of Default (as defined in the Notes)
has occurred and is continuing. As
you are aware, pursuant to Section 12 of
the Notes, an Event of Default has
occurred and continues due to the Company's
inability to pay in full the
principal and accrued interest outstanding
under the Notes that matured on June
2, 2004 and March 13, 2005.
Section 7.8 of the Agreement provides that
the terms of the Note Purchase
Agreement may be amended with the written
consent of the Company and the
Noteholders holding at least a majority of
the principal amount of all Notes
then outstanding. There currently is
outstanding $1,156,336 principal amount
under the Notes.
The Company is permitted to issue up to
$1,500,000 principal amount of Notes
under the Note Purchase Agreement. To date,
the Company has issued an aggregate
of $1,280,336 principal amount of Notes
under the Note Purchase Agreement. One
holder has converted $124,000 princip
