Exhibit 4.1(e)
AMENDMENT NO. 1 TO SECURED CONVERTIBLE TERM NOTE
OF
GLOBAL PAYMENT TECHNOLOGIES, INC.
April 29, 2004
Reference is made to that certain Secured Convertible Term Note dated
as of March 15, 2004 made by GLOBAL PAYMENT TECHNOLOGIES, INC., a Delaware
Borrower (the "Borrower") in favor LAURUS MASTER FUND, LTD., c/o Ironshore
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 National
Association of Securities Dealer Automated Quotation System market where the
common stock of the Borrower is listed for trading.
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 3.2 of the Term Note is hereby deleted in its entirety and
replaced with the following:
3.2 Conversion Limitation. Notwithstanding anything contained
herein to the contrary, the Holder shall not be entitled to convert
pursuant to the terms of the Note an amount that would (a) be convertible
into that number of shares of Common Stock which, when added to the number
of shares of Common Stock otherwise beneficially owned by such Holder
including those issuable upon exercise of warrants held by such Holder
would exceed 4.99% of the outstanding shares of Common Stock of the
Borrower at the time of conversion or (b) (ii) exceed twenty five percent
(25%) of the aggregate dollar trading volume of the Common Stock for the
ten (10) day trading period immediately preceding delivery of a Notice of
Conversion to the Borrower. For the purposes of the immediately preceding
sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The
conversion limitation described in this Section 3.2 shall automatically
become null and void without any notice to Borrower upon the occurrence and
during the continuance beyond any applicable grace period of an Event of
Default, or upon 75 days prior notice to the Borrower, except that at no
time shall the beneficial ownership exceed 19.99% of the borrower's common
stock. Notwithstanding anything contained herein to the contrary, the
number of shares of Common Stock issuable by the Borrower and acquirable by
Exhibit 4.1(e)
the Holder at a price below $4.06 per share pursuant to the terms of the
Secured Convertible Term Note, any convertible note issued by the Borrower
to the Holder and/or Warrants issued by the Borrower to the Holder pursuant
to the Securities Purchase Agreement (the "March Transaction Documents"),
shall not exceed an aggregate of 1,110,000 shares of the Borrower's Common
Stock, (subject to appropriate adjustment for stock splits, stock
dividends, or other similar recapitalizations affecting the Common Stock)
(the "Maximum Common Stock Issuance"), unless the issuance of shares
hereunder in excess of the Maximum Common Stock Issuance shall first be
approved by the Borrower's shareholders. If at any point in time and from
time to time the number of shares of Common Stock issued pursuant to the
terms of the March Transaction Documents, together with the number of
shares of Common Stock that would then be issuable by the Borrower to the
Holder in the event of a conversion or exercise pursuant to the terms of
the March Transaction Documents, would exceed the Maximum Common Stock
Issuance but for this Section, the Borrower shall promptly call a
shareholders meeting to solicit shareholder approval for the issuance of
the shares of Common Stock hereunder in excess of the Maximum Common Stock
Issuance."
2. The foregoing amendment shall be effective as of the date hereof.
3. There are no other amendments to the Term Note.
4. 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.
Exhibit 4.1(e)
IN WITNESS WHEREOF, each of the Borrower and ▇▇▇▇▇▇ has caused this
Amendment No. 1 to Secured Convertible Term Note to be signed in its name this
29th day of April, 2004.
GLOBAL PAYMENT TECHNOLOGIES, INC.
By:________________________________
Name:
Title:
LAURUS MASTER FUND, LTD.
By:______________________________
Name:
Title:
