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Exhibit 10.21
SECOND AMENDMENT
TO REVOLVING CREDIT, EQUIPMENT LOAN AND SECURITY AGREEMENT
THIS Second Amendment to Revolving Credit, Equipment Loan and
Security Agreement
(this "Amendment") amends that certain Revolving Credit, Equipment
Loan and
Security Agreement dated as of August 6, 2003 (the "Agreement")
between TRANSACT
TECHNOLOGIES INCORPORATED (the "Borrower"), and Banknorth N.A., a
national
banking association (the "Bank") as amended by a First Amendment to
Revolving
Credit, Equipment Loan and Security Agreement dated November 12,
2004 (the
"First Amendment") (collectively, the Agreement, the First
Amendment and this
Amendment and any further or other amendment shall be referred to
as the "Credit
Agreement") is made and entered into as of the 31st day of December
2005 by and
between the Borrower and the Bank. Capitalized terms used herein
but not defined
shall have the meanings assigned to them in the Credit
Agreement.
1. AMENDMENT TO
CREDIT AGREEMENT. In consideration of mutual covenants herein
contained and for other good and valuable consideration, the
receipt and
sufficiency of which are hereby acknowledged, the Borrower and the
Bank do
hereby amend the Credit Agreement as follows:
a.
Section 7.1 of
the Credit Agreement is amended in its entirety to read
as follows:
7.1
Operating Cash Flow to Total Debt Service Ratio. Borrower
shall,
maintain a ratio of Operating Cash Flow plus the applicable
Permitted Add
Back
as provided below to Total Debt Service at the end of each
fiscal
quarter of not less than 1.25 to 1.00.
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Period Ending
Permitted Add Back
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<C>
Fiscal Year Ending December 31, 2005
not to exceed $1,500,000
Fiscal Quarter Ending March 31, 2006
not to exceed $1,500,000
Fiscal Quarter Ending June 30, 2006
not to exceed $1,000,000
All
Fiscal Quarters Ending after June 30, 2006 $0.00
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b.
Exhibit 1 is
amended by adding the following definitions in their
entire