Exhibit 4.1 (L)
THIRD AMENDMENT AND WAIVER
TO CREDIT AGREEMENT
THIRD AMENDMENT AND WAIVER, dated as of this 13th day of January, 2004
(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 and the Second Amendment and Waiver to Credit Agreement dated as
of December 23, 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 further 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. Waiver.
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(a) Compliance with Section 7.13(a) of the Credit Agreement is hereby
waived for (i) the fiscal periods from (x) July 1, 2003 through September 30,
2003 and (y) 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 $9,180,000 at any
time during the period from July 1, 2003 through September 30, 2003 and (ii) the
calendar month ended December 31, 2003 to permit Consolidated Tangible Net Worth
to be less than $9,600,000; provided, however, Consolidated Tangible Net Worth
was not less than $7,500,000 at the end of such calendar month.
(b) Compliance with Section 7.13(e) of the Credit Agreement is hereby
waived for the fiscal period from June 30, 2003 through December 23, 2003 to
permit the ratio of Consolidated Total Unsubordinated Liabilities to
Consolidated Tangible Net Worth to be greater than .60:1.00; provided, however,
that the ratio of Consolidated Total Unsubordinated Liabilities to Consolidated
Tangible Net Worth was not greater than .67:1.00 as of the fiscal year ended
September 30, 2003.
2. Amendments.
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(a) Section 7.13(a) 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 the amount set forth below at any time during
the applicable fiscal quarter:
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Fiscal Quarter Ending Amount
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Second Fiscal Quarter ending March 31, 2004 $6,500,000
Third Fiscal Quarter ending June 30, 2004 $5,200,000
Fourth Fiscal Quarter ending September 30, 2004 $3,900,000"
(b) Section 7.13(b) of the Credit Agreement is hereby amended and restated
in its entirety to provide as follows:
"(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
------------------ ------
January 31, 2004 ($1,370,000)
February 29, 2004 ($1,257,000)
Fiscal quarter ending March 31, 2004 ($1,367,000)
April 30, 2004 ($1,221,000)
May 31, 2004 ($1,113,000)
Fiscal quarter ending June 30, 2004 ($1,095,000)
July 31, 2004 ($1,218,000)
August 31, 2004 ($1,112,000)
Fiscal quarter ending September 30, 2004 ($1,108,000)"
3. Conditions of Effectiveness. This Amendment and Waiver shall become
effective on the date hereof so long as the Lender shall have received this
Amendment and Waiver, duly executed by the Company and the Guarantor.
4. Miscellaneous.
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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
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same effect as though such representations and warranties have been made on and
as of such date, unless 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 contains the agreement of the Lender and the
Company with respect to the Amendments and Waivers set forth herein, and no
other oral or written agreement has been entered into between the Lender and the
Company with respect to the subject matter hereof.
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.
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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: Xxxxxx XxXxxxx
Title: Vice President and CFO
By:_______________________________
Name: Xxxxxx Xxxxxxx
Title: President and COO
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: Xxxxxx XxXxxxx
Title: Vice President and CFO
By:____________________________________
Name: Xxxxxx Xxxxxxx
Title: President and COO
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