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Exhibit 10.25
September 20, 2000
Frank Capan
President
Access Cash International LLC
20 Yorkton Court
St. Paul, MN 55127
Dear Frank:
We understand from our discussions that Access Cash desires that eFunds
provide certain lease guaranty assistance for ATM customer leases in Canada, and
financial assistance for potential acquisitions. It is our mutual expectation
that our assistance in these regards would increase your critical mass and
assist in the longevity, value and profitability of Access Cash. eFunds also
expects to benefit from these endeavors both through the addition of new
processing business resulting from our preferred processing arrangement with
Access Cash and in the longer term in our capacity as a limited liability
member.
This letter sets forth our mutual agreement with respect to eFunds'
lease guaranty commitment and the status of our preliminary acquisition funding
assistance discussions.
1. Lease Guaranty. Subject to the following provisions, eFunds agrees
that, until September 30, 2001, it will guaranty up to $3,000,000 of face value
of leases between customers of Access Cash or its Canadian subsidiary who
purchase ATMs and related services for deployment in Canada, and third party
lessors. eFunds' guaranty obligations will be only (i) for customer leases for
ATMs and related services that include processing services provided by eFunds
under our preferred processing arrangement, and (ii) to the extent of Access
Cash's recourse liability to such third party lessors as determined under the
leases described below.
Access Cash believes that all such leases will be funded by Onset
Capital Corporation in Canada. Onset rates leases based on the credit rating of
the customer. The percentage of recourse to Access Cash will vary under these
leases, with the least amount of recourse being required with the better credit
rating of the customer and the largest amount of recourse required with lower
credit rating. Access Cash will use all commercially reasonable efforts to
obtain lower recourse lease arrangements by seeking lease arrangements with
customers with higher credit ratings. We understand that Access Cash may seek
similar leasing arrangements for its customers from other leasing companies.
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We acknowledge that the length of these leases will be five years or
less and that the liability of Access Cash and eFunds will extend for the full
term of the lease. Notwithstanding, as part of Access Cash's negotiations of the
terms of its recourse obligations, Access Cash will use its best efforts to
obtain a commitment from the lessor that it will release the eFunds guaranty
upon Access Cash's achieving certain financial benchmarks which would be
negotiated as part of the lease. Access Cash shall notify eFunds in advance of
such negotiations and eFunds may participate in any such negotiation at its
discretion. It is understood that failure to accomplish an agreement for such
release notwithstanding Access Cash's best efforts to do so will not relieve
eFunds from providing the guaranty, provided that eFunds has been provided
reasonable opportunity to participate in such negotiations.
Finally, we recognize that the funding of approximately $1,000,000 of
such leases will occur almost immediately upon eFunds' agreement to a guaranty
acceptable to Onset. eFunds will not unreasonably withhold its approval to a
guaranty provided that Access Cash meets its commitments set forth above and the
terms and conditions of the guaranty are commercially reasonable. We also
acknowledge Access Cash's projections that, based upon its experience, its sales
of ATMs in Canada amount to approximately 30 units per month and that
consequently the face value of leases to be funded monthly should be in the
$200,000 to $300,000 range.
2. Term Loan For Acquisitions. Subject to our mutual written agreement
upon definitive terms and conditions, eFunds is willing to make $12,000,000
available under a loan arrangement with Access Cash for funding acquisitions
that are mutually agreed upon by Access Cash and eFunds based upon financial
return rates and other requirements to be agreed upon. The loan would be for a
term of not less than five years, with quarterly payments of interest and
principal. The interest rate would be fixed at a commercially reasonable rate to
be negotiated. As we have discussed, eFunds desires a conversion right by which
eFunds could convert unpaid principal or interest into equity in Access Cash.
Both parties recognize that the material terms of the term loan arrangement,
including without limitation the granting of a conversion right, have not been
agreed upon and both eFunds and Access Cash agree to work together to reach
agreement on terms and conditions within the next 90 days.
If the foregoing lease guaranty commitment is acceptable to you and the
foregoing discussion of the current status of our discussions regarding
acquisition funding meets your understanding, we would appreciate your
acknowledging the same by signing and returning a copy of this letter.
Very truly yours,
By /s/ Nikhil Sinha
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Nikhil Sinha
Executive Vice President
Access Cash International LLC
By /s/ Frank Capan
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Frank Capan
President
Date:
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