Exhibit 4.1(f)
AMENDMENT NO. 2 TO SECURED CONVERTIBLE TERM NOTE
OF
GLOBAL PAYMENT TECHNOLOGIES, INC.
August 9, 2004
Reference is made to that certain Secured Convertible Term Note dated
as of March 15, 2004, as amended on April 29, 2004, made by GLOBAL PAYMENT
TECHNOLOGIES, INC., a Delaware Borrower (the "Borrower") in favor LAURUS MASTER
FUND, LTD., c/o Ogier Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate
House, South Church Street, Grand Cayman, Cayman Islands (the "Laurus"") in the
original principal amount of One Million Five Hundred Thousand Dollars
($1,500,000) (the "Term Note"). Capitalized terms used herein without definition
shall have the meanings ascribed to such terms in the Term Note.
WHEREAS, each of the Borrower and ▇▇▇▇▇▇ desires to make certain
changes to the Term Note to address the comments made by the Securities and
Exchange Commission in order to permit the Borrower's Registration Statement on
Form S-3 (333-114529) to be declared effective.
NOW, THEREFORE, in consideration of the above, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Section 2.1 of the Term Note is hereby deleted in its entirety and replaced
with the following:
"2.1 (a) Payment of Monthly Amount in Cash or Common Stock. If
the Monthly Amount (or a portion of such Monthly Amount if such portion
of the Monthly Amount would have been converted into shares of Common
Stock but for Section 3.2) is required to be paid in cash pursuant to
Section 2.1(b), the Borrower shall pay the Holder an amount equal to
102% of the principal portion of the Monthly Amount due and owing to
the Holder on the Repayment Date. If the Monthly Amount (or a portion
of such Monthly Amount if not all of the Monthly Amount may be
converted into shares of Common Stock pursuant to Section 3.2) is
required to be paid in shares of Common Stock pursuant to Section
2.1(b), the number of such shares to be issued by the Borrower to the
Holder on such Repayment Date shall be the number determined by
dividing (x) the Monthly Amount to be paid in shares of Common Stock,
by (y) the then applicable Fixed Conversion Price. For purposes hereof,
the initial "Fixed Conversion Price" means $4.26 (which has been
determined on the date of this Note as an amount equal to 105% of the
average closing price for the ten (10) trading days immediately prior
to the date of this Note).
(b) Monthly Amount Conversion Guidelines. Subject to Sections
2.1(a), 2.2, and 3.2 hereof, the Borrower will pay the Monthly Amount
due to the Holder on each Repayment Date in shares of Common Stock if
the closing price of the Common Stock as reported by Bloomberg, L.P. on
the Principal Market (as defined in Section 4.7 hereof) for the five
(5) trading days preceding such Repayment Date was greater than 110% of
the Fixed Conversion Price; if such five (5) trading day average is
less than 110% of the Fixed Conversion Price, the Borrower shall pay
the Monthly Payment to the Holder in cash at the rate of 102% of the
Monthly Amount otherwise due on the Repayment Date within three (3)
business days of the applicable Repayment Date."
2. Section 2.2 of the Term Note is hereby deleted in its entirety and replaced
with the following:
"2.2 No Effective Registration. Notwithstanding anything to
the contrary herein, none of the Borrower's obligations to the Holder
may be converted into Common Stock unless (i) an effective current
Registration Statement (as defined in the Registration Rights
Agreement) covering the shares of Common Stock to be issued in
connection with satisfaction of such obligations exists, (ii) no Event
of Default hereunder exists and is continuing, unless such Event of
Default is cured within any applicable cure period or is otherwise
waived in writing by the Holder in whole or in part at the Holder's
option, or (iii) an exemption from registration of the Common Stock is
available to pursuant to Rule 144 of the Securities Act.
Any amounts paid by the Borrower pursuant to this Section 2.2
shall be deemed to constitute payments of any outstanding fees,
interest and principal applying to Monthly Amounts for the remaining
Repayment Dates in chronological order."
3. Section 3.1 of the Term Note is hereby deleted in its entirety and replaced
with the following:
"3.1. Holder's Conversion Rights. The Holder shall have the
right, but not the obligation, to convert all or any portion of the
then aggregate outstanding principal amount of this Note into shares of
Common Stock subject to the terms and conditions set forth in this
Article III. The Holder may exercise such right by delivery to the
Borrower of a written notice of conversion not less than one (1) day
prior to the date upon which such conversion shall occur. The date upon
which such conversion shall occur is (the "Conversion Date")."
4. Exhibit B to the Term Note is hereby deleted in its entirety.
5. The foregoing amendment shall be effective as of the date hereof.
6. Except for amendment number 1, there are no other amendments to the Term
Note.
7. The Borrower hereby represents and warrants to Laurus that as of the date
hereof all representations, warranties and covenants made by Borrower in
connection with the Term Note are true correct and complete and all of
Borrower's covenants requirements have been met. As of the date hereof, no
Event of Default under any Related Agreements (as defined in the Securities
Purchase Agreement) has occurred or is continuing.
IN WITNESS WHEREOF, each of the Borrower and ▇▇▇▇▇▇ has caused this
Amendment No. 2 to Secured Convertible Term Note to be signed in its name this
9th day of August, 2004.
GLOBAL PAYMENT TECHNOLOGIES, INC.
By:
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Name:
Title:
LAURUS MASTER FUND, LTD.
By:
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Name:
Title: