HYPERCOM CORP
EX-10.10
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>11
<FILENAME>p65184ex10-10.txt
<DESCRIPTION>EX-10.10
<TEXT>

<PAGE>   1
                                                                 Exhibit 10.10

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES EXCHANGE ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE
     SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED,
     PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND
     APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL IN FORM AND
     SUBSTANCE SATISFACTORY TO THE ISSUER OF THE SECURITIES REPRESENTED HEREBY,
     SUCH OFFER, SALE, TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE
     THEREWITH.

                              AMENDED and RESTATED
                                 PROMISSORY NOTE

                                                                Phoenix, Arizona
$1,000,000.00                                               as of March 31, 2001

1.   FUNDAMENTAL PROVISIONS.

     The following terms will be used as defined terms in this Promissory Note
     (as it may be amended, modified, extended and renewed from time to time,
     the "Note"):

     Payee and Holder:     GEORGE WALLNER, a man.

     Maker:                HYPERCOM CORPORATION, a Delaware corporation.

     Principal Amount:     One Million and No/100 Dollars
                           ($1,000,000.00).

     Interest Rate:        Twelve percent (12%) per annum.

     Default
     Interest Rate:        Three percent (3%) per annum above the Interest Rate.

     Maturity Date:        September 15, 2001

     Business Day:         Any day of the year other than Saturdays, Sundays and
                           legal holidays on which Holder's main office at Bank
                           One Arizona, N.A., is closed.

     Loan:                 The loan from Holder to Maker in the Principal Amount
                           and evidenced by this Note.

2.   PROMISE TO PAY.

     For value received, Maker promises to pay to the order of Holder, at his
     address in Miami, Florida, or at such other place as the Holder hereof may
     from time to time designate in writing, the Principal Amount, together with
     accrued interest from the date of disbursement on the unpaid principal
     balance at the Interest Rate.
<PAGE>   2
3.   INTEREST; PAYMENTS.

     (a)  Absent an Event of Default hereunder, each advance made hereunder
          shall bear interest at the Interest Rate. Throughout the term of this
          Note, interest shall be computed by applying the ratio of the annual
          interest rate over a year of 360 days, multiplied by the outstanding
          principal balance, multiplied by the actual number of days the
          principal balance is outstanding.

     (b)  All payments of principal and interest due hereunder shall be made (i)
          without deduction of any present and future taxes, levies, imposts,
          deductions, charges or withholdings, which amounts shall be paid by
          Maker, and (ii) without any other set off. Maker will pay the amounts
          necessary such that the gross amount of the principal and interest
          received by the holder hereof is not less than that required by this
          Note.

     (c)  Maker shall make all payments of principal and interest due hereunder,
          and any other amounts due hereunder due and payable, on the Maturity
          Date. If any payment of principal and interest to be made by Maker
          hereunder shall become due on a day which is not a Business Day, such
          payment shall be made on the next succeeding Business Day and such
          extension of time shall be included in computing the interest in such
          payment.

4.   PREPAYMENT.

     Maker may prepay the Loan, in whole or in part, at any time without penalty
     or premium.

5.   LAWFUL MONEY.

     Principal and interest are payable in lawful money of the United States of
     America.

6.   APPLICATION OF PAYMENTS/LATE CHARGE/DEFAULT INTEREST.

     (a)  Absent the occurrence of an Event of Default hereunder, any payments
          received by the holder hereof pursuant to the terms hereof shall be
          applied to sums, other than principal and interest, due the holder
          hereof pursuant to this Note, next to the payment of all interest
          accrued to the date of such payment, and the balance, if any, to the
          payment of principal. Any payments received by the holder hereof after
          the occurrence of an Event of Default hereunder shall be applied to
          the amounts specified in this Paragraph 6(a) in such order as the
          holder hereof may, in its sole discretion, elect.

     (b)  If any payment of interest and/or principal is not received by the
          holder hereof when such payment is due, then in addition to the
          remedies conferred upon the holder hereof pursuant to Paragraph 9
          hereof, the amount due and
<PAGE>   3
          unpaid shall bear interest at the Default Interest Rate, computed from
          the date on which the amount was due and payable until paid.

7.   EVENT OF DEFAULT.

     The (i) default in the payment of principal or interest when due pursuant
     to the terms of this Note and (ii) any default under any other material
     loan agreement executed by Maker shall be deemed to be an event of default
     ("Event of Default") hereunder.

8.   REMEDIES.

     Upon the occurrence of an Event of Default, then at the option of the
     holder hereof, the entire balance of principal together with all accrued
     interest thereon, and all other amounts payable by Maker hereunder shall,
     without demand or notice, immediately become due and payable. Upon the
     occurrence of and Event of Default (and so long as such Event of Default
     shall continue), the entire balance of principal hereof, together with all
     accrued interest thereon, and any judgment for such principal, interest,
     and other amounts shall bear interest at the Default Interest Rate, subject
     to the limitations contained in Paragraph 13 hereof. No delay or omission
     on the part of the holder hereof in exercising any right under this Note
     hereof shall operate as a waiver of such right.

9.   WAIVER.

     Maker, endorsers, guarantors, and sureties of this Note hereby waive
     diligence, demand for payment, presentment for payment, protest, notice of
     nonpayment, notice of protest, notice of intent to accelerate, notice of
     acceleration, notice of dishonor, and notice of nonpayment, and all other
     notices or demands of any kind and expressly agree that, without in any way
     affecting the liability of Maker, endorsers, guarantors, or sureties, the
     holder hereof may extend any maturity date or the time for payment of any
     installment due hereunder, accept additional security, release any Person
     liable, and release any security or guaranty. Maker, endorsers, guarantors,
     and sureties waive, to the full extent permitted by law, the right to plead
     any and all statutes of limitations as a defense.

10.  CHANGE, DISCHARGE, TERMINATION, OR WAIVER.

     No provision of this Note may be changed, discharged, terminated, or waived
     except in a writing signed by the party against whom enforcement of the
     change, discharge, termination, or waiver is sought. No failure on the part
     of the holder hereof to exercise and no delay by the holder hereof in
     exercising any right or remedy under this Note or under the law shall
     operate as a waiver thereof.
<PAGE>   4
11.  ATTORNEYS' FEES.

     If this Note is not paid when due or if any Event of Default occurs, Maker
     promises to pay all costs of enforcement and collection and preparation
     therefor, including but not limited to, reasonable attorneys' fees, whether
     or not any action or proceeding is brought to enforce the provisions hereof
     (including, without limitation, all such costs incurred in connection with
     any bankruptcy, receivership, or other court proceedings whether at the
     trial or appellate level).

12.  SEVERABILITY.

     If any provision of this Note is unenforceable, the enforceability of the
     other provisions shall not be affected and they shall remain in full force
     and effect.

13.  INTEREST RATE LIMITATIONS.

     Maker hereby agrees to pay an effective rate of interest that is the sum of
     the interest rate provided for herein, together with any additional rate of
     interest resulting from any other charges of interest or in the nature of
     interest paid or to be paid in connection with the Loan. Holder and Maker
     agree that none of the terms and provisions contained herein shall be
     construed to create a contract for the use, forbearance or detention of
     money requiring payment of interest at a rate in excess of the maximum
     interest rate permitted to be charged by the laws of the State of Arizona.
     In such event, if any holder of this Note shall collect monies which are
     deemed to constitute interest which would otherwise increase the effective
     rate on this Note to a rate in excess of the maximum rate permitted to be
     charged by the laws of the State of Arizona, all such sums deemed to
     constitute interest in excess of such maximum rate shall, at the option of
     the holder, be credited to the payment of other amounts payable hereunder
     or returned to Maker.

14.  NUMBER AND GENDER.

     In this Note the singular shall include the plural and the masculine shall
     include the feminine and neuter gender, and vice versa.

15.  HEADINGS.

     Headings at the beginning of each numbered section of this Note are
     intended solely for convenience and are not part of this Note.

16.  CHOICES OF LAW.

     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
     THE STATE OF ARIZONA WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES.
<PAGE>   5
17.  INTEGRATION.

     This Note contains the complete understanding and agreement of the holder
     hereof and Maker and supersede all prior representations, warranties,
     agreements, arrangements, understandings and negotiations.

18.  BINDING EFFECT.

     This Note will be binding upon, and inure to the benefit of, the holder
     hereof, Maker, and their respective successors and assigns. Maker may not
     delegate its obligations under this Note.

19.  TIME OF THE ESSENCE.

     Time is of the essence with regard to each provision hereof as to which
     time is faster.

20.  SURVIVAL.

     The representations, warranties, and covenants of the Maker of this Note
     shall survive the execution and delivery of this Note and the making of the
     Loan.

21.  SUBORDINATION.

     Holder's rights to payment under this Note shall be at all times and in all
     respects wholly subordinate and inferior in claim and right to the
     obligations of Maker to the Banks, as that term is defined in that certain
     Credit Agreement between Maker and Banks, dated August 31, 2000.



                                   HYPERCOM CORPORATION, a Delaware corporation



                                   By: /s/ Jonathon E. Killmer
                                   ---------------------------
                                   Name: Jonathon E. Killmer
                                   Title: Executive VP and COO
                                   "MAKER"
</TEXT>
</DOCUMENT>
