FIRST AMENDMENT AND WAIVER
dated as of September 5,
2000 to the Credit
Agreement dated as of July
15, 1999 (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 waive compliance with and 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
FIRST AMENDMENT AND WAIVER, to waive compliance with and 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 pricing grid set forth in the definition of "Interest Rate Margin"
contained in Section 1.01. of the Agreement is hereby amended by deleting
it in its entirety and substituting therefor the following in place
thereof:
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Total Unsubordinated LIBOR Margin ABR Margin
Liabilities to EBITDA (360 day basis) (360 day basis)
-----------------------------------------------------------------------------
Less than 1.25:1.00 1.25% 0%
-----------------------------------------------------------------------------
Greater than or equal to 1.50% 0%
1.25:1.00 but less than
1.50:1.00
-----------------------------------------------------------------------------
Greater than or equal to 1.75% 0%
1.50:1.00 but less than
1.75:1.00
-----------------------------------------------------------------------------
Greater than or equal to 2.00% .25%
1.75:1.00 but less than or
equal to 2.00:1.00
-----------------------------------------------------------------------------
Greater than 2.00:1.00 2.50% .75%
-----------------------------------------------------------------------------
The definition of "Interest Rate Margin" is hereby further amended by
deleting the reference to "1.75:1.00" contained in the paragraph below the
pricing grid in such definition and substituting therefor "2.00:1.00" in
place thereof.
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The pricing grid set forth in the definition of "Unused Fee Rate" contained
in Section 1.01. of the Agreement is hereby amended by deleting it in its
entirety and substituting therefor the following in place thereof:
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Total Unsubordinated Liabilities to Unused Fee Rate
----------------------------------- ---------------
EBITDA (360 day basis)
------ ---------------
--------------------------------------------------------------------------------------------------------
Less than 1.50:1.00 .250%
--------------------------------------------------------------------------------------------------------
Greater than or equal to 1.50:1.00 but less than .375%
1.75:1.00
--------------------------------------------------------------------------------------------------------
Greater than or equal to 1.75:1.00 but less than .500%
or equal to 2.00:1.00
--------------------------------------------------------------------------------------------------------
Greater than 2.00:1.00 .625%
--------------------------------------------------------------------------------------------------------
The definition of "Unused Fee Rate" is hereby further amended by deleting
the reference to "1.75:1.00" contained in the paragraph below the pricing
grid in such definition and substituting therefor "2.00:1.00" in place
thereof.
Section 1.01. of the Agreement shall be further amended by the insertion of
the following new definitions in their proper alphabetical order:
" "First Amendment and Waiver" shall mean the First Amendment and Waiver
dated as of September 5, 2000 to the Agreement.
"First Amendment Effective Date" shall have the meaning set forth in the
First Amendment and Waiver dated as of September 5, 2000.
"Net Loss" shall mean a net loss of the Company determined in accordance
with Generally Accepted Accounting Principles but excluding from the
calculation thereof (a) all extraordinary or unusual gains and (b) equity
in positive income of unconsolidated Affiliates.
"March Statement Receipt Date" shall mean the date which is five (5)
Business Days following the receipt by the Lender of the unaudited
financial statements of the Company and its consolidated Subsidiaries for
the interim six (6) months ending March 31, 2001, as required pursuant to
Section 6.03 (b) hereof.
"Revolving Credit Loan Cap" shall mean (1) $3,500,000 at all times from (a)
the First Amendment Effective Date to (b) the March Statement Receipt Date;
(2) provided there exists no Default or Event of Default as of the interim
six (6) months ending March 31, 2001 or the March Statement Receipt Date,
the Revolving Credit Loan Cap shall be $4,000,000 at all times from (a) the
March Statement Receipt to (b) the September Statement Receipt Date and (3)
provided there exists no Default or Event of Default hereunder as of the
fiscal year ending September 30, 2001 or the September Statement Receipt
Date, the Revolving Credit Loan Cap shall equal the Revolving Credit
Commitment at all times from the September Statement Receipt Date and
thereafter. In the event there exists a Default or Event of Default as of
March 31, 2001 or the March Statement Receipt Date, the Revolving Credit
Loan Cap shall not increase to $4,000,000
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as contemplated by (2) above. In the event there exists a Default or Event
of Default as of September 30, 2001 or the September Statement Receipt
Date, the Revolving Credit Loan Cap shall not increase to the Revolving
Credit Commitment as contemplated by (3) above.
"September Statement Receipt Date" shall mean the date which is five (5)
Business Days following the receipt by the Lender of the audited fiscal
year financial statements of the Company and its consolidated Subsidiaries
for the fiscal year ending September 30, 2001, as required pursuant to
Section 6.03 (a) hereof."
2. Waiver of ARTICLE VI AFFIRMATIVE COVENANTS. SECTION 6.03. Financial
Statements, Reports, etc.
Compliance with Section 6.03. (a) (ii) of the Agreement is hereby waived
for the fiscal year ended September 30, 1999 to permit (a) the late receipt
of the unaudited consolidating financial statements of the Company and its
consolidated Subsidiaries for the fiscal year ended September 30, 1999,
which statements were required to be delivered to the Lender no later than
December 31, 1999 but were received by the Lender on February 17, 2000 and
(b) such consolidating financial statements to not be in comparative form
as required by Section 6.03. (a) (ii).
Compliance with Section 6.03. (b) (ii) is hereby waived for the interim
three (3) months ended December 31, 1999, the interim six (6) months ended
March 31, 2000 and the interim nine (9) months ended June 30, 2000 to
permit the consolidating financial statements of the Company and its
consolidated Subsidiaries for such interim periods to not be in comparative
form as required by Section 6.03. (b) (ii).
Compliance with Section 6.03. (c) of the Agreement is hereby waived for the
fiscal year ended September 30, 1999 to permit the late receipt by the
Lender of the certificate of non-default of the Chief Financial Officer
with respect to such fiscal year, which certificate was required to be
delivered to the Lender no later than December 31, 1999 but was received by
the Lender on February 17, 2000.
Compliance with Section 6.03. (d) of the Agreement is hereby waived for the
fiscal year ended September 30, 1999 to permit the late receipt by the
Lender of the certificate of non-default of the Auditor with respect to
such fiscal year, which certificate was required to be delivered to the
Lender no later than December 31, 1999 but was received by the Lender on
February 17, 2000.
3. Amendment to ARTICLE VI AFFIRMATIVE COVENANTS. SECTION 6.03. Financial
Statements, Reports, etc.
Section 6.03. of the Agreement is hereby amended by (1) deleting the word
"and" at the end of subsection (g) thereof, (2) redesignating subsection
(h) therein as subsection "(i)" and (3) inserting a new subsection "(h)"
immediately succeeding subsection (g) therein as follows:
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"(h) as soon as available but in any event not later than the fifteenth
(15th) day of each calendar month during the period commencing with the
First Amendment Effective Date and ending September 30, 2001, a report
prepared and certified by the Chief Financial Officer, in the form attached
as Exhibit A to the First Amendment and Waiver."
Section 6.03. (a) (ii) and (b) (ii) of the Agreement are each hereby
amended by deleting the word "comparative" from each such section.
4. Amendment to ARTICLE VI AFFIRMATIVE COVENANTS.
Article VI of the Agreement is hereby amended by adding a new section 6.16.
to the end thereof as follows:
"SECTION 6.16. Grant of Collateral. In the event that (a) after giving
effect to a requested Revolving Credit Loan on or after the First Amendment
Effective Date (a "Requested Loan") the aggregate Revolving Credit Loans
then outstanding under the Revolving Credit Commitment would exceed the
Revolving Credit Loan Cap or (b) the Company incurs a Net Loss in excess of
$500,000 (x) for the fiscal quarter ending September 30, 2000 (calculated
with respect to such fiscal quarter only), (y) for the fiscal quarter
ending December 31, 2000 (calculated with respect to such fiscal quarter
alone and with respect to the two fiscal quarters ending December 31, 2000)
or (z) for the fiscal quarter ending March 31, 2001 (calculated with
respect to such fiscal quarter alone and with respect to the three fiscal
quarters ending March 31, 2001), then (1) the Company and each Guarantor
shall grant to the Lender a first priority perfected security interest in
all present and future accounts receivable of each such entity and in
connection therewith, shall promptly execute and deliver to the Lender
security agreements, UCC-1 financing statements, a legal opinion in form
and substance satisfactory to the Lender as to the due execution, delivery
and enforceability of such documents and such other matters as the Lender
may reasonably request, and all such other documentation as shall be
reasonably required by the Lender (all of the foregoing documentation to be
in form and substance satisfactory to the Lender in all respects) in order
to enable the Lender to obtain and perfect a first priority security
interest in such collateral, with all expenses relating thereto (including,
without limitation, the reasonable fees and expenses of counsel to the
Lender in connection with the preparation of such documentation and UCC
search and filing fees) to be paid by the Company and the Guarantor and (2)
the Company and the Lender shall execute an amendment, in form and
substance satisfactory to the Lender, to the Agreement pursuant to which
the aggregate outstanding amount of all Revolving Credit Loans and the Term
Loan shall thereafter be required to be equal to or less than a borrowing
base to be determined with respect to accounts receivable of the Company,
such borrowing base formula and all aspects of such borrowing base
arrangement including, but not limited to, the advance rate to be applied
to eligible accounts receivable, the definition of eligible accounts
receivable, reporting requirements and the requirement for periodic field
audits to be performed by the Lender at the expense of the Company, shall
be satisfactory to the Lender in its sole discretion. The Company shall
promptly notify the Lender of the incurrence of a Net Loss in excess of
$500,000 during the periods set forth in subsection (b) of the first
sentence of this Section 6.16. Notwithstanding anything to the contrary
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herein, the Lender shall have no obligation to fund a Requested Loan until
satisfaction by the Company of its obligations pursuant to this Section
6.16."
5. Amendment to ARTICLE VII NEGATIVE COVENANTS SECTION 7.13. Financial
Covenants. (a) Tangible Net Worth.
Section 7.13. (a) of the Agreement is hereby amended by deleting the text
of such section in its entirety and substituting therefor the following in
place thereof:
"(a) Tangible Net Worth. Permit at any time Tangible Net Worth to be less
than the amount set forth below opposite the applicable period:
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Period Amount
------ ------
-------------------------------------------------------------------------------------------------------------
July 1, 2000 - September 30, 2000 $14,700,000
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October 1, 2000 - September 29, 2001 $14,500,000
-------------------------------------------------------------------------------------------------------------
September 30, 2001 - September 29, 2002 $15,000,000
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September 30, 2002 - September 30, 2003 Actual Tangible Net Worth at September 30, 2001
plus 25% of Net Income (but not less than zero) for
the fiscal year ended 2002
-------------------------------------------------------------------------------------------------------------
September 30, 2003 through the Term Loan Maturity Date Actual Tangible Net Worth at September 30, 2002
plus 25% of Net Income (but not less than zero)
for the fiscal year ended 2003.
-------------------------------------------------------------------------------------------------------------
6. Waiver of ARTICLE VII NEGATIVE COVENANTS SECTION 7.13. Financial Covenants.
(b) Interest Coverage Ratio.
Compliance with Section 7.13. (b) of the Agreement is hereby waived for the
interim nine (9) months ended June 30, 2000 to permit the Interest Coverage
Ratio to be less than 1.85 to 1.00 as of such interim period end provided,
however, the Interest Coverage Ratio was not less than (3.3) to 1.00 as of
such interim period end.
7. Amendment to ARTICLE VII NEGATIVE COVENANTS SECTION 7.13. Financial
Covenants. (b) Interest Coverage Ratio.
Section 7.13. (b) of the Agreement is hereby amended by inserting the
following phrase immediately preceding the period at the end of such
section as follows:
"commencing December 31, 2001".
8. Waiver of ARTICLE VII NEGATIVE COVENANTS SECTION 7.13. Financial Covenants.
(c) Total Unsubordinated Liabilities to EBITDA.
Compliance with Section 7.13. (c) of the Agreement is hereby waived for the
interim nine (9) months ended June 30, 2000 to permit the ratio of Total
Unsubordinated Liabilities to EBITDA to be greater than 2.25 to 1.00 as of
such interim period end
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provided, however, such ratio was not greater than (10.88) to 1.00 as of
such interim period end.
9. Amendment to ARTICLE VII NEGATIVE COVENANTS SECTION 7.13. Financial
Covenants. (c) Total Unsubordinated Liabilities to EBITDA.
Section 7.13. (c) of the Agreement is hereby amended by inserting the
following phrase immediately preceding the period at the end of such
section as follows:
"commencing December 31, 2001".
10. Amendment to ARTICLE VII NEGATIVE COVENANTS SECTION 7.13. Financial
Covenants.
Section 7.13. of the Agreement is hereby amended by inserting the following
new subsections "(d)" and "(e)" to the end thereof as follows:
"(d) EBIT. Permit EBIT to be less than the following levels for the
corresponding periods:
--------------------------------------------------------------------------------
Period Level
------ -----
--------------------------------------------------------------------------------
Fiscal quarter ending September 30, 2000 ($675,000)
--------------------------------------------------------------------------------
Fiscal quarter ending December 31, 2000 ($80,000)
--------------------------------------------------------------------------------
Two fiscal quarters ending March 31, 2001 $75,000
--------------------------------------------------------------------------------
Three fiscal quarters ending June 30, 2001 $310,000
--------------------------------------------------------------------------------
Four fiscal quarters ending September 30, 2001 $840,000
--------------------------------------------------------------------------------
(e) Total Unsubordinated Liabilities to Tangible Net Worth. Permit at any
time from July 1, 2000 through December 31, 2001, the ratio of Total
Unsubordinated Liabilities to Tangible Net Worth to be greater than 0.75 to
1.00."
11. Amendment to SCHEDULE VI Existing Direct Affiliate Investments.
Schedule VI to the Agreement is hereby amended by deleting the text thereof
in its entirety and substituting therefor the following in place thereof:
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Existing Direct Affiliate Aggregate Permitted Loans, Guarantee Obligations
and Capital Contributions
-------------------------------------------------------------------------------------------------------------
Global Payment Technologies Holdings (Proprietary) $650,000
Limited
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Global Payment Technologies Australia Pty. $150,000
Ltd.
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CBV China Venture Limited $300,000*
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Global Payment Technologies (Europe) $750,000
Limited
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Abacus Financial Management Systems Ltd. $500,000
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Abacus Financial Management Systems Ltd. $500,000
USA
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Hangzhou CBV Plastics Corp., Ltd. $300,000**
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* Reduced by an amount equal to the aggregate outstanding permitted loans,
guarantee obligations and capital contributions to Hangzhou CBV Plastics Corp.,
Ltd.
** Reduced by an amount equal to the aggregate outstanding permitted loans,
guarantee obligations and capital contributions to CBV China Venture Limited.
This FIRST AMENDMENT AND WAIVER 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
FIRST AMENDMENT AND WAIVER, (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 FIRST AMENDMENT AND WAIVER.
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.
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This FIRST 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 FIRST AMENDMENT AND WAIVER. This FIRST AMENDMENT AND
WAIVER shall become effective (the "First Amendment Effective Date") when (a)
duly executed counterparts hereof which, when taken together, bear the
signatures of each of the parties hereto shall have been delivered to the Lender
and (b) the Lender has received payment from the Company of an amendment fee in
the amount of $5,000.
IN WITNESS WHEREOF, the Company and the Lender have caused this FIRST AMENDMENT
AND WAIVER to be duly executed by their duly authorized officers, all as of the
day and year first above written.
GLOBAL PAYMENT TECHNOLOGIES, INC.
By:
--------------------------
Name:
Title:
THE CHASE MANHATTAN BANK
By:
---------------------------
Name:
Title:
EXHIBIT A
FORM OF MONTHLY SALES, HEADCOUNT AND INVENTORY REPORT - As of [10th day of each
calendar month] (prepared on a consolidated basis including Global Payment
Technologies, Inc. and its consolidated Subsidiaries)
Summary of GPT Monthly Sales Forecast
-------------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E)
As of Date Act Booked & or Booked & or Addl Total
Q[1][2][3][4] Shipped Shipped Forecast Q[1][2][3][4]
sales Q[1][2][3][4] Q[1][2][3][4] Q[1][2][3][4] (sum of
(designate for (designate for (designate for (designate for columns C and
each quarter immediately then current then current D)
completed other preceding quarter only) quarter only)
than quarter quarter only)
covered in
column B)
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(the 10th day of
each month)
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-------------------------------------------------------------------------------------------------------------
------------------------------------------------------
(F) (G)
As of Date Forecast Booked Outside
Total Of Q[1][2][3][4]
FY (bookings for
(sum of quarters after
columns A, B then current
and E) quarter)
------------------------------------------------------
(the 10th day of
each month)
------------------------------------------------------
------------------------------------------------------
Head Count
----------
------------------- ----------------- ----------------
As of Date Actual Budget
------------------- ----------------- ----------------
(last day of
immediately prior
month)
------------------- ----------------- ----------------
------------------- ----------------- ----------------
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Inventory - Projected at Quarter End (excludes product development costs)
------------------- ----------------- ---------------- ------------------- ------------------- -------------------
As of Date Mar June Sep Dec
------------------- ----------------- ---------------- ------------------- ------------------- -------------------
(10th day of each
month)
------------------- ----------------- ---------------- ------------------- ------------------- -------------------
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 FIRST AMENDMENT AND WAIVER 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:
-----------------------------
Name:
Title:
