Exhibit 4.1(f)
SECOND AMENDMENT dated as of
December 29, 2000 to the Credit
Agreement dated as of July 15, 1999,
as amended by the First Amendment
and Waiver dated as of September 5,
2000 (the "Agreement") by and among
Global Payment Technologies, Inc., a
Delaware corporation (the "Company")
and The Chase Manhattan Bank, a New
York banking corporation (the
"Lender").
WHEREAS, the Company has requested the Lender to amend certain provisions of the
Agreement to the extent set forth below;
WHEREAS, the Lender has agreed, subject to the terms and conditions of this
SECOND AMENDMENT, to amend certain provisions of the Agreement to the extent set
forth below;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements
herein contained, the parties hereto agree as follows:
1. Amendment to ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS. SECTION 1.01.
Definitions.
The definition of EBIT contained in Section 1.01. of the Agreement shall be
amended by inserting the following phrase immediately preceding the word
"minus" contained in the third line thereof as follows:
"and (c) at all times when the calculation of EBIT includes the fiscal
quarter ended September 30, 2000, non-cash charge incurred by the Company
in the fiscal quarter ended September 30, 2000, up to $75,000 in the
aggregate, relating to the extension of the exercise period of certain
options previously granted by the Company".
2. Amendment to ARTICLE VI. AFFIRMATIVE COVENANTS. SECTION 6.16. Grant of
Collateral.
Section 6.16. of the Agreement is hereby amended by inserting the following
phrase immediately following the phrase "Net Loss" contained in the fifth
line thereof as follows:
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" (calculated, with regard to any period encompassing the fiscal quarter
ended September 30, 2000, exclusive of a non-cash charge incurred by the
Company in such fiscal quarter up to $75,000 in the aggregate relating to
the extension of the exercise period of certain options previously granted
by the Company)".
This SECOND AMENDMENT shall be construed and enforced in accordance with the
laws of the State of New York without reference to principles of conflicts of
law.
Capitalized terms used herein and not otherwise defined herein shall have the
same meanings as defined in the Agreement.
Except as expressly amended hereby, the Agreement shall remain in full force and
effect in accordance with the original terms thereof and is ratified and
confirmed.
The agreements herein contained are limited specifically to the matters set
forth above and do not constitute directly or by implication an amendment or
waiver of any other provision of the Agreement or any Default or Event of
Default which may occur or may have occurred under the Agreement.
The Company hereby represents and warrants that, after giving effect to this
SECOND AMENDMENT, (1) no Default or Event of Default exists under the Agreement
or any other related document and (2) the representations and warranties
contained in Article IV. of the Agreement are true and correct as of the date
hereof as if made on the date hereof (unless limited to an earlier date, in
which event they shall be true as of such earlier date) after giving effect to
this SECOND AMENDMENT.
Please be advised that should there be a need for further amendments or waivers
with respect to these covenants or any other covenants, those requests shall be
evaluated by the Lender when formally requested, in writing, by the Company.
This SECOND AMENDMENT 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 SECOND AMENDMENT. This SECOND AMENDMENT shall become
effective when duly executed counterparts hereof which, when taken together,
bear the signatures of each of the parties hereto shall have been delivered to
the Lender.
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IN WITNESS WHEREOF, the Company and the Lender have caused this SECOND AMENDMENT
to be duly executed by their duly authorized officers, all as of the day and
year first above written.
GLOBAL PAYMENT TECHNOLOGIES, INC.
By: /sig/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: VP & CFO
GLOBAL PAYMENT TECHNOLOGIES, INC.
By: /sig/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Chairman & CEO
THE CHASE MANHATTAN BANK
By: /sig/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
CONSENT
The undersigned, not a party to the Agreement but a "Guarantor" under a Limited
Corporate Guaranty executed by the undersigned in favor of the Lender, hereby
accepts and agrees to the terms of the SECOND AMENDMENT contained herein and
further acknowledges that its Limited Corporate Guaranty is in full force and
effect and is ratified and confirmed.
ABACUS FINANCIAL MANAGEMENT
SYSTEMS LTD. USA
By: /sig/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Treasurer & Secretary
ABACUS FINANCIAL MANAGEMENT
SYSTEMS LTD. USA
By: /sig/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Chairman & CEO