Exhibit 4.1
AMENDMENT
This Amendment (this "Amendment"), dated as of March 5, 2007, is entered
into by GLOBAL PAYMENT TECHNOLOGIES, INC., a Delaware corporation (the
"Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"),
for the purpose of amending the terms of each of (i) that certain Secured
Convertible Minimum Borrowing Note, dated March 15, 2004, issued by the Company
to Laurus (as amended, modified or supplemented from time to time, the "Minimum
Borrowing Note") and (ii) that certain Secured Revolving Note, dated March 15,
2004, issued by the Company to Laurus (as amended, modified or supplemented from
time to time, the "Revolving Note"). Capitalized terms used herein without
definition shall have the meanings ascribed to such terms in the Minimum
Borrowing Note and/or the Revolving Note, as applicable.
WHEREAS, the Company and Laurus have agreed to make certain changes to the
Minimum Borrowing Note and the Revolving Note as set forth herein.
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. The definition of "Maturity Date" set forth in each of the Minimum
Borrowing Note and the Revolving Note is hereby amended to mean "May 15, 2007."
2. This Amendment shall be effective as of the date hereof following (i)
the execution and delivery of same by each of the Company and Laurus and (ii)
the payment by the Company to Laurus Capital Management, LLC, the investment
manager of the Laurus, of a payment in an amount equal to $25,000.
3. Except as specifically set forth in this Amendment, there are no
other amendments to the Minimum Borrowing Note or the Revolving Note, and all of
the other forms, terms and provisions of the Minimum Borrowing Note and the
Revolving Note remain in full force and effect.
4. The Company hereby represents and warrants to Laurus that as of the
date hereof, both before and after giving effect to this Amendment, (i) no Event
of Default (as defined in the Security Agreement referred to in each of the
Minimum Borrowing Note and the Revolving Note) exists and is continuing and (ii)
all representations, warranties and covenants made by the Company and its
subsidiaries in connection with the Security Agreement referred to in the
Minimum Borrowing Note, the Revolving Note and/or any Ancillary Agreement
referred to in such Security Agreement are true, correct and complete and all of
Company's and its subsidiaries' covenant requirements have been met. The Company
hereby agrees to, no later than five days after the date hereof, file an 8-K
with the Securities and Exchange Commission disclosing the transactions set
forth in this Amendment (the "8-K") on the date hereof.
5. This Amendment shall be binding upon the parties hereto and their
respective successors and permitted assigns and shall inure to the benefit of
and be enforceable by each of the parties hereto and its successors and
permitted assigns. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Amendment may be
executed in any number of counterparts, each of which shall be an original, but
all of which shall constitute one instrument.
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IN WITNESS WHEREOF, each of the Company and Laurus has caused this
Amendment to be effective and signed in its name effective as of the date set
forth above.
GLOBAL PAYMENT TECHNOLOGIES, INC.
By: /s/ Xxxxxxx XxXxxxx
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Name: Xxxxxxx XxXxxxx
Title: VP - CFO
LAURUS MASTER FUND, LTD.
By: /s/ Xxxxx Grin
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Name: Xxxxx Grin
Title: Director
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