Exhibit 4.1(k)
SECOND AMENDMENT AND WAIVER
TO CREDIT AGREEMENT
SECOND AMENDMENT AND WAIVER, dated as of this 23rd day of December,
2003 (this "Amendment and Waiver") to the Amended and Restated Credit Agreement,
dated as of September 10, 2002, as amended by the Amendment and Waiver dated as
of May 14, 2003 (as it may be further amended, restated, modified or otherwise
supplemented, from time to time, the "Credit Agreement"), by and between GLOBAL
PAYMENT TECHNOLOGIES, INC. (the "Company") and JPMORGAN CHASE BANK (the
"Lender").
WHEREAS, the Company has requested and the Lender has agreed, subject
to the terms and conditions of this Amendment and Waiver, to waive and amend
certain provisions of the Credit Agreement as set forth herein; and
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
1. Waivers.
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(a) Compliance with Section 7.13(a) of the Credit Agreement is hereby
waived for the fiscal periods from (i) July 1, 2003 through September 30, 2003
and (ii) October 1, 2003 through December 31, 2003 to permit Consolidated
Tangible Net Worth to be less than $12,300,000 during such periods; provided,
however, Consolidated Tangible Net Worth was not less than $11,783,000 at any
time during the period from July 1, 2003 through September 30, 2003.
(b) Compliance with Section 7.13(d) of the Credit Agreement is hereby
waived for the fiscal quarter ended September 30, 2003 and the fiscal quarter
ending December 31, 2003 to permit Consolidated Interim EBIT to be less than
($650,000) during such periods; provided, however, Consolidated Interim EBIT (i)
was not less than ($2,450,000), for the fiscal quarter ended September 30, 2003,
and (ii) will not be less than ($1,352,000), for the fiscal quarter ending
December 31, 2003.
(c) Compliance with Section 7.13(f) of the Credit Agreement is hereby
waived for the periods from (i) July 1, 2003 through September 29, 2003 and (ii)
September 30, 2003 through December 31, 2003 to permit the ratio of Consolidated
Quick Assets to Consolidated Current Liabilities to be less than 1.25:1.00 and
1.30:1.00, respectively, during such periods; provided, however, such ratio was
not less than 1.29:1.00 at any time during the period commencing July 1, 2003
through September 30, 2003.
2. Amendments.
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(a) Notwithstanding anything to the contrary herein, the Company's
option to convert Alternate Base Rate Loans to Adjusted Libor Loan or Quoted
Rate Loans shall be terminated.
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All provisions of the Credit Agreement referring to Adjusted Libor Loans and
Quoted Rate Loans shall be null and void and without effect.
(b) The definition of "Revolving Credit Commitment" in Section 1.01 of
the Credit Agreement is hereby amended by deleting the reference to the amount
"$2,000,000" and inserting the amount $1,200,000" in place thereof.
(c) The definition of "Revolving Credit Commitment Termination Date" in
Section1.01 of the Credit Agreement is hereby amended and restated in its
entirety to provide as follows:
"Revolving Credit Commitment Termination Date" shall mean
December 31, 2004.
(d) Section 1.01 of the Credit Agreement is further amended by adding
the following new definitions in their appropriate alphabetical order:
"Blocked Account" shall have the meaning set forth in Section
10.01(a) hereof.
"Company's Account" shall have the meaning set forth in
Section 10.04 hereof.
"Compliance Date" shall mean March 31, 2004, provided that if
a Take-out Commitment shall have been issued and is in effect
on such date, "Compliance Date" shall mean any date thereafter
in the event that such Take-out Commitment shall expire or
shall be rescinded.
"Consolidated Capital Expenditures" shall mean additions to
property and equipment of the Company and the Guarantors,
which, in conformity with Generally Accepted Accounting
Principles, are included as "additions to property, plant or
equipment" or similar items (including, without limitation,
Capital Leases) which would be reflected in the consolidated
statement of cash flow of the Company and the Guarantors.
"Customer" shall mean and include the account debtor or
obligor with respect to any Account.
"Effective Date" shall mean December 23, 2003.
"Eligible Receivables" shall mean all Receivables of the
Company other than those Receivables which are more than sixty
(60) days past the invoice due date.
"GPT Australia" shall mean Global Payment Technologies
Australia Pty. Ltd.
"GPT Australia Receivables" shall mean those accounts
receivable owing to GPT Australia for goods shipped to
Aristocrat Technologies Australia Pty. Ltd. which are insured
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by credit insurance issued by the Export-Import Bank of the
United States on terms and conditions satisfactory, in all
respects, to the Lender.
"Insured Receivables" shall mean those Receivables which are
insured by credit insurance issued by the Export-Import Bank
of the United States on terms and conditions satisfactory, in
all respects, to the Lender.
"Lockbox" shall have the meaning set forth in Section 10.01(a)
hereof.
"Take-out Commitment" shall mean a written commitment of a
bank, other financial institution or other lender that is
accepted by the Company to provide funds to the Company with
which the Company may refinance its Loans owing to the Lender.
"Total Outstandings" shall mean, on any date of determination,
the sum of the Aggregate Outstandings plus the outstanding
principal balance of the Term Loan at such time.
(e) Section 3.01(a) of the Credit Agreement is hereby amended and
restated in its entirety to provide as follows:
"(a) Each Alternate Base Rate Loan shall bear interest for the
period from the date hereof on the unpaid principal amount
thereof at a fluctuating rate per annum equal to the Alternate
Base Rate plus (i) one and one-half percent (1.50%), during
the period from the Effective Date through and including
February 29, 2004, (ii) three and one-half percent (3.50%),
during the period from March 1, 2004 through and including
▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) five and one-half percent (5.50%) at any
time on or after May 1, 2004, provided that, in the event that
the Company shall obtain a Take-out Commitment by February 29,
2004, the increase in the interest rate margin as described in
subsections (ii) and (iii) above shall not be implemented, but
rather the interest rate margin described in subsection (i)
above shall remain in effect; provided further that if such
Take-out Commitment shall expire or be rescinded, the rate of
interest applicable to Alternate Base Rate Loans shall be
equal to the Alternate Base Rate plus five and one-half
percent (5.50%) per annum.
(f) Section 3.10 of the Credit Agreement is hereby amended by adding
the following sentence at the end thereof:
"Notwithstanding the foregoing, at any time following the
Compliance Date (a) the Company authorizes the Lender to apply
monies deposited in the Blocked Account to reduce the
Aggregate Outstanding in accordance with Section 10.01 hereof
and (b) all cash requirements of the Company shall be funded
through the Blocked Account."
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(g) Section 6.03(b) of the Credit Agreement is hereby amended to delete
the reference therein to the phrase "45 days" on the first line thereof and to
replace it with the amount "30 days".
(h) Section 6.03 of the Credit Agreement is hereby further amended to
(i) delete the period at the end of subsection (k) and replace it with "; and"
and (ii) add the following new subsections at the end thereof as follows:
(l) as soon as available, but in any event not later than 15
days after the end of each month of each fiscal year of the
Company, a copy of the unaudited interim consolidated balance
sheet of the Company and its Subsidiaries as of the end of
each such month and the related unaudited interim consolidated
statements of income, shareholders equity and cash flow for
such month, in each case prepared by the Chief Financial
Officer and accompanied by a certificate executed by the Chief
Financial Officer to the effect that such consolidated
financial statements present fairly in all material respects
the financial condition and results of operations of the
Company and its consolidated Subsidiaries on a consolidated
basis in accordance with Generally Accepted Accounting
Principles consistently applied;
(m) as soon as available but in any event not later than 5
days after the end of each week of each fiscal year of the
Company, consolidated cash flow projections for the Company
and its consolidated Subsidiaries prepared on a week-by-week
basis for the 13 weeks following the date of preparation
thereof and setting forth any deviations in such projections
from the projections previously provided to the Lender, in
form and substance satisfactory to the Lender, all prepared in
accordance with Generally Accepted Accounting Principles
consistently applied; and
(n) as soon as available and in any event within 10 days after
the end of each month, or more frequently as may be required
by the Lender, a detailed aged accounts receivable schedule
and accounts payable schedule, each prepared on a consolidated
basis with respect to the Company and its Subsidiaries, all in
form and substance satisfactory to the Lender.
(i) Section 6.04 of the Credit Agreement is hereby amended by adding
the following sentence at the end thereof:
"The Company acknowledges and agrees that the Lender or any of
its agents or representatives may visit the properties of the
Company, at any time and from time to time, to conduct a
review and audit of the Company's assets, including, without
limitation the Receivables, on terms and conditions
satisfactory to the Lender, the costs, expenses and charges
for which shall be paid by the Company in accordance with
Section 9.03 of the Credit Agreement."
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(j) Article VI of the Credit Agreement is hereby amended to added the
following new Section 6.16 and Section 6.17 at the end thereof:
SECTION 6.16. Blocked Account/Lockbox Account. In the event
that the Company shall fail to obtain a Take-out Commitment by
March 31, 2004, execute and deliver to the Lender a Lockbox
Agreement, Blocked Account Agreement and such other documents
and agreements as the Lender may require in order to establish
the Lockbox Account and the Blocked Account by April 15, 2004,
in accordance with Article X hereof. In addition, at any time
following the Compliance Date, the Company shall comply with
the provisions of Article X hereof.
SECTION 6.17. GPT Australia Receivables. Deliver to the
Lender, as soon as possible and in any event within thirty
(30) days from the Effective Date, evidence satisfactory to
the Lender, in its sole discretion, that the Export-Import
Bank of the United States has agreed to make all payments
under the credit insurance policy covering the GPT Australia
Receivables which may become due to GPT Australia directly to
the Lender.
(k) Section 7.02 of the Credit Agreement is hereby amended to delete
subsections "(d)", "(e)" and "(f)" therefrom.
(l) Section 7.13 of the Credit Agreement is hereby amended and restated
in its entirety to provide as follows:
(a) Consolidated Tangible Net Worth. Permit Consolidated
Tangible Net Worth to be less than $9,600,000 at the
end of any calendar month.
(b) Consolidated EBITDA. Permit Consolidated EBITDA to be
less than the amount set forth below opposite the
applicable month or fiscal quarter ending:
Determination Date Amount
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January 31, 2004 ($370,000)
February 29, 2004 ($257,000)
Fiscal quarter ending March 31, 2004 ($367,000)
April 30, 2004 ($221,000)
May 31, 2004 ($113,000)
Fiscal quarter ending June 30, 2004 ($95,000)
July 31, 2004 ($218,000)
August 31, 2004 ($112,000)
Fiscal quarter ending September 30, 2004 ($108,000)
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(c) Consolidated Capital Expenditures. Permit
Consolidated Capital Expenditures to exceed $50,000,
in the aggregate, for any fiscal quarter of the
Company.
(m) Article VIII of the Credit Agreement is hereby amended by (i)
adding the word "or" immediately following subsection "(n)" thereof and (ii)
adding the following new subsection "(o)" immediately following subsection "(n)"
thereof:
"(o) the sum of the amount of (i) the Insured Receivables plus
(ii) the GPT Australia Receivables shall, at any time, fail to
be equal to or greater than one (1.00) times the Aggregate
Outstandings at such time; or
(p) the amount of the Company's Eligible Receivables shall, at
any time, fail to be equal to or greater than two (2) times
the Total Outstandings at such time;
(n) The Credit Agreement is further amended by adding the following new
Article X at the end thereof as follows:
ARTICLE X
MANAGEMENT, COLLECTION AND STATUS OF
RECEIVABLES AND OTHER COLLATERAL
SECTION 10.01. Collection of Receivables; Management of Collateral. (a)
On or prior to the Compliance Date, the Company will, at its own cost
and expense, (i) arrange for remittances on Receivables to be made
directly to a post office box under the Lender's sole dominion and
control established by the Company (the "Lockbox"), and (ii) promptly
deposit all payments received by the Company on account of Receivables,
whether in the form of cash, checks, notes, drafts, bills of exchange,
money orders or otherwise, into a blocked account under the Lender's
sole dominion and control established by the Company at the Lender (the
"Blocked Account"), in precisely the form received (but with any
endorsements of the Company necessary for deposit or collection),
subject to withdrawal by the Lender only, as hereinafter provided, and
until such payments are deposited, such payments shall be deemed to be
held in trust by the Company for and as the Lender's property and shall
not be commingled with the Company's other funds. All remittances and
payments that are deposited in the Blocked Account will be applied by
the Lender to reduce the Aggregate Outstandings of the Loans owing to
the Lender and for cash requirements of the Company, subject to final
collection in cash of the item deposited and subject to the assessment
of a one day collection charge. The Lender may charge the Company's
account for the amount of any item of payment which is returned to
Lender unpaid or otherwise dishonored. The Lender shall not be required
to deposit any check which bears the legend "Payment in Full" or words
of similar import, unless the Company shall have previously informed
the Lender to accept such check.
Upon the occurrence of an Event of Default following the Compliance
Date, the Lender may send a notice of assignment and/or notice of the
security interest in favor of the Lender to any and all Customers or
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any third party holding or otherwise concerned with any of the
collateral, and thereafter the Lender shall have the sole right to
collect the Receivables and/or take possession of the collateral and
the books and records relating thereto. The Company shall not, without
the Lender's prior written consent, grant any extension of the time of
payment of any Account, compromise or settle any Account for less than
the full amount thereof, release, in whole or in part, any person or
property liable for the payment thereof, or allow any credit or
discount whatsoever thereon except, prior to the occurrence and
continuance of an Event of Default, as permitted by Section 10.03
hereof.
(b) (i) The Company hereby constitutes the Lender or the Lender's
designee as the Company's attorney-in-fact with power to endorse the
Company's name upon any notes, acceptances, checks, drafts, money
orders or other evidences of payment or collateral that may come into
possession; to sign the Company's name on any invoice or ▇▇▇▇ of lading
relating to any Receivables, drafts against Customers, assignments and
verifications of Receivables and notices to Customers; to send
verifications of Receivables; upon the occurrence of an Event of
Default, to notify the Postal Service authorities to change the address
for delivery of mail addressed to the Company to such address as the
Lender may designate; and to do all other acts and things necessary to
carry out this Agreement. All acts of said attorney or designee are
hereby ratified and approved, and said attorney or designee shall not
be liable for any acts of omission or commission, for any error of
judgment or for any mistake of fact or law, provided that the Lender or
its designee shall not be relieved of liability to the extent it is
determined by a final judicial decision that its act, error or mistake
constituted gross negligence or willful misconduct. This power of
attorney being coupled with an interest is irrevocable until all of the
Obligations are finally and indefeasibly paid in full and this
Agreement and the right to request Loans hereunder is terminated.
(ii) The Lender, without notice to or consent of the Company, upon the
occurrence and during the continuance of an Event of Default after the
Compliance Date, (A) may ▇▇▇ upon or otherwise collect, extend the time
of payment of, or compromise or settle for cash, credit or otherwise
upon any terms, any of the Receivables or any securities, instruments
or insurance applicable thereto and/or release the obligor thereon; (B)
is authorized and empowered to accept the return of the goods
represented by any of the Receivables; and (C) shall have the right to
receive, endorse, assign and/or deliver in its name or the name of the
Company, any and all checks, drafts and other instruments for the
payment of money relating to the Receivables, and the Company hereby
waives notice of presentment, protest and non-payment of any instrument
so endorsed.
(c) Nothing herein contained shall be construed to constitute the
Company as agent of the Lender for any purpose whatsoever, and the
Lender shall not be responsible or liable for any shortage,
discrepancy, damage, loss or destruction of any part of the collateral
wherever the same may be located and regardless of the cause thereof
(except to the extent it is determined by a final judicial decision
that the Lender's act or omission constituted gross negligence or
willful misconduct). The Lender shall not, under any circumstances or
in any event whatsoever, have any liability for any error or omission
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or delay of any kind occurring in the settlement, collection or payment
of any of the Receivables or any instrument received in payment thereof
or for any damage resulting therefrom (except to the extent it is
determined by a final judicial decision that the Lender's error,
omission or delay constituted gross negligence or willful misconduct).
The Lender does not, by anything herein or in any assignment or
otherwise, assume the obligations of the Company under any contract or
agreement assigned to the Lender, and the Lender shall not be
responsible in any way for the performance by the Company, of any of
the terms and conditions thereof.
(d) If any of the Receivables includes a charge for any tax payable to
any governmental tax authority, the Lender is hereby authorized (but in
no event obligated) in its discretion, to pay the amount thereof to the
proper taxing authority for the account of the Company, and to charge
the Company's Account therefor. The Company shall notify the Lender if
any Receivables include any tax due to any such taxing authority and,
in the absence of such notice, the Lender shall have the right to
retain the full proceeds of such Receivables and shall not be liable
for any taxes that may be due from the Company, by reason of the sale
and delivery creating such Receivables; provided, that the Company may
request a Revolving Credit Loan, subject to and in accordance with the
provisions of Section 2.01 hereof, in order to fund the payment of such
tax obligations.
SECTION 10.02. Receivables Documentation. The Company will, in addition
to the monthly detailed accounts receivable agings delivered pursuant
to this Agreement, at such intervals as the Lender may require, furnish
such further schedules and/or information as the Lender may require
relating to the Receivables, including, without limitation, sales
invoices and receivables reconciliations. In addition, the Company
shall notify the Lender of any non-compliance in respect of the
representations, warranties and covenants contained in Section 10.03
hereof. The items to be provided under this Section 10.02 are to be in
form satisfactory to the Lender and are to be executed and delivered to
the Lender from time to time solely for its convenience in maintaining
records of and monitoring of the collateral; the Company's failure to
give any of such items to the Lender shall not affect, terminate,
modify or otherwise limit the Lender's Lien or security interest in the
collateral.
SECTION 10.03. Status of Receivables and Other Collateral. The Company
covenants, represents and warrants to the Lender that: (a) it shall be
the sole owner, free and clear of all Liens except Liens in favor of
the Lender or otherwise permitted hereunder, of and fully authorized to
sell, transfer, pledge and/or grant a security interest in each and
every item of said collateral owned by it; (b) each Account shall be a
good and valid account representing an undisputed bona fide
indebtedness incurred or an amount indisputably owed by the Customer
therein named, for a fixed sum as set forth in the invoice relating
thereto with respect to an absolute sale and delivery upon the
specified terms of goods sold by the Company, or work, labor and/or
services theretofore rendered by the Company; (c) no Account is or
shall be subject to any defenses, offset, counterclaim, discount or
allowance (as of the time of its creation) except as may be stated in
the invoice relating thereto or discounts and allowances as may be
customary in the Company's business; (d) none of the transactions
underlying or giving rise to any Account shall violate any applicable
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state or federal laws or regulations, and all documents relating to any
Account shall be legally sufficient under such laws or regulations and
shall be legally enforceable in accordance with their terms; (e) to the
best of its knowledge, each Customer, guarantor or endorser with
respect to any Account is solvent and will continue to be fully able to
pay all Receivables on which it is obligated in full when due; (f) all
documents and agreements relating to Receivables shall be true and
correct and in all respects what they purport to be; (g) to the best of
its knowledge, all signatures and endorsements that appear on all
documents and agreements relating to Receivables shall be genuine and
all signatories and endorsers with respect thereto shall have full
capacity to contract; (h) it shall maintain books and records
pertaining to the collateral in such detail, form and scope as the
Lender shall require; (i) it will immediately notify the Lender if any
accounts arise out of contracts with the United States of America or
any department, agency or instrumentality thereof, and, if required by
the Lender, will execute any instruments and take any steps required by
the Lender in order that all monies due or to become due under any such
contract shall be assigned to the Lender and notice thereof given to
the United States Government under the Federal Assignment of Claims
Act; (j) it will, immediately upon learning thereof, report to the
Lender any material loss or destruction of, or substantial damage to,
any of the collateral, and any other matters affecting the value,
enforceability or collectibility of any of the collateral; (k) if any
amounts payable under or in connection with any Account is evidenced by
a promissory note or other instrument, as such terms are defined in the
Uniform Commercial Code, such promissory note or instrument shall be
immediately pledged, endorsed, assigned and delivered to the Lender as
additional collateral; (l) it shall not re-date any invoice or sale or
make sales on extended dating beyond that customary in the industry;
(m) all inventory to the extent produced by the Company has been or
will be produced in accordance with the federal Fair Labor Standards
Act of 1938, as amended, and the rules, regulations and orders
thereunder; and (n) it is not nor shall it be entitled to pledge the
Lender's credit on any purchases or for any purpose whatsoever.
SECTION 10.04. Monthly Statement of Account. The Lender shall maintain,
in accordance with its customary procedures, a loan account in the name
of the Company ("Company's Account") in which shall be recorded the
date and amount of each Loan made by the Lender and the date and amount
of each payment in respect thereof; provided, however, the failure by
the Lender to record the date and amount of any Advance shall not
adversely affect the rights of the Lender. For each month, the Lender
shall send to Company a statement showing the accounting for the Loans
made, payments made or credited in respect thereof, and other
transactions between the Lender and the Company, during such month. The
monthly statements shall be deemed correct and binding upon Company in
the absence of manifest error and shall constitute an account stated
between the Lender and the Company unless Lender receives a written
statement of the Company's specific exceptions thereto within thirty
(30) days after such statement is delivered to the Company. The records
of the Lender with respect to the loan account shall be prima facie
evidence of the amounts of Loans and other charges thereto and of
payments applicable thereto.
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SECTION 10.05. Collateral Custodian. Upon the occurrence and
continuance of an Event of Default after the Compliance Date, the
Lender may at any time and from time to time employ and maintain in the
premises of the Company a custodian selected by the Lender who shall
have full authority to do all acts necessary to protect the Lender's
interests and to report to the Lender thereon. The Company hereby agree
to cooperate with any such custodian and to do whatever the Lender may
reasonable request to preserve the collateral. All costs and expenses
incurred by the Lender by reason of the employment of the custodian
shall be charged to the Company's Account and added to the
Obligations."
SECTION 10.06. Fees. The Company shall pay to the Lender, on demand, an
agency fee and all other usual and customary fees and expenses which
the Lender may incur in connection with the establishment and
maintenance of the Lockbox and the Blocked Account of the Company.
3. Conditions of Effectiveness. This Amendment and Waiver shall become effective
on the Effective Date so long as the Lender shall have received each of the
following on or before such date:
(a) this Amendment and Waiver, duly executed by the Company and the
Guarantor;
(b) a Second Note Modification Agreement duly executed by the Company
in the form attached hereto as Exhibit 1;
(c) a certificate of the Secretary of the Company certifying that
attached thereto is a true and complete copy of the resolutions adopted by the
Board of Directors of the Company authorizing the execution, delivery and
performance of this Amendment and Waiver.
4. Miscellaneous.
The amendments and waivers herein contained are limited specifically to
the matters set forth above and for the specific instances and purposes for
which given and do not constitute directly or by implication a waiver or
amendment of any other provisions of the Credit Agreement or a waiver of any
other Default or Event of Default.
Capitalized terms used herein and not otherwise defined herein shall
have the same meanings as defined in the Credit Agreement.
Except as expressly amended or waived hereby, the Credit Agreement
shall remain in full force and effect in accordance with the original terms
thereof. The Credit Agreement is ratified and confirmed in all respects by the
Company.
The Company hereby represents and warrants that (a) after giving effect
to this Amendment and Waiver, the representations and warranties in the Credit
Agreement and the other Loan Documents are true and correct in all material
respects as of the date hereof with the same effect as though such
representations and warranties have been made on and as of such date, unless
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such representation is as of a specific date, in which case, as of such date,
(b) after giving effect to this Amendment and Waiver, no Default or Event of
Default has occurred and is continuing, and (c) the Company is currently insured
under, and has paid all premiums with respect to, its credit insurance policy
with the Export-Import Bank of the United States.
Should there be a request for further waivers or amendments with
respect to the covenants described in paragraph 1 hereof or any other covenants,
such request shall be evaluated by the Lender when formally requested, in
writing, by the Company, and the Lender may deny any such request for any reason
in its sole discretion.
This Amendment and Waiver may be executed in one or more counterparts,
each of which shall constitute an original, but all of which when taken together
shall constitute but one amendment and waiver.
THIS AMENDMENT AND WAIVER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS.
This Amendment and Waiver shall constitute a Loan Document.
[the next page is the signature page]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be duly executed as of the day and year first above written.
GLOBAL PAYMENT TECHNOLOGIES, INC.
By:_______________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President, Chief Operating Officer and Director
By:_______________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President, Chief Financial Officer and
Principal Accounting Officer
JPMORGAN CHASE BANK
By:_______________________________
Name: Gev Nentin
Title: Managing Director
ACKNOWLEDGMENT
The undersigned, not a party to the Credit Agreement but a Guarantor,
hereby acknowledges and agrees to the terms of this Waiver and Amendment and
confirms that its Guaranty is in full force and effect.
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ABACUS FINANCIAL MANAGEMENT SYSTEMS LTD., USA
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By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
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EXHIBIT 1
SECOND NOTE MODIFICATION AGREEMENT
THIS AGREEMENT, made as of December 23, 2003, by and between GLOBAL
PAYMENT TECHNOLOGIES, INC., a Delaware corporation (the "Borrower"), and
JPMORGAN CHASE BANK, a New York banking corporation (the "Lender").
RECITALS
A. Pursuant to an Amended and Restated Credit Agreement dated as of
September 10, 2002 by and between the Borrower and the Lender (as amended,
restated, supplemented or modified, the "Credit Agreement"), the Borrower
executed and delivered to the Lender an Amended and Restated Revolving Credit
Note dated September 10, 2002 (as previously modified by the First Note
Modification Agreement dated as of May 14, 2003, the "Revolving Credit Note").
B. The Borrower and the Lender desire to amend the Revolving Credit
Note as set forth herein.
NOW THEREFORE, the Borrower and the Lender agree as follows:
1. The principal amount of "$2,000,000" in the heading of the Revolving
Credit Note is hereby deleted and the amount of "$1,200,000" is substituted in
place thereof.
2. The reference to the principal amount of "TWO MILLION DOLLARS
($2,000,000)" contained in the first paragraph of the Revolving Credit Note is
hereby deleted and the phrase "ONE MILLION TWO HUNDRED THOUSAND DOLLARS
($1,200,000)" is substituted in place thereof.
3. Except as expressly amended hereby, the Revolving Credit Note shall
remain in full force and effect in accordance with the terms thereof. The
amendment herein contained is limited specifically to the matter set forth above
and does not constitute directly or by implication an amendment or waiver of any
other provision of the Revolving Credit Note.
4. This Agreement may be executed in two or more counterparts each of
which shall be deemed an original and all of which taken together shall
constitute one and the same agreement.
[the next page is the signature page]
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IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the day and year first above written.
JPMORGAN CHASE BANK
By:_____________________________
Name: Gev Nentin
Title: Managing Director
GLOBAL PAYMENT TECHNOLOGIES, INC.
By:_____________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President, Chief Operating Officer and Director
By:_____________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President, Chief Financial Officer and
Principal Accounting Officer
14