Second Amendment to Credit Agreement by and among Global Payment Technologies, Inc. and The Chase Manhattan Bank

Summary

This amendment updates the existing credit agreement between Global Payment Technologies, Inc. and The Chase Manhattan Bank. It modifies how certain non-cash charges are treated in financial calculations and clarifies the treatment of specific accounting items related to the fiscal quarter ended September 30, 2000. The amendment confirms that all other terms of the original agreement remain unchanged. Abacus Financial Management Systems Ltd. USA, as guarantor, consents to these changes and reaffirms its guarantee. The amendment is effective upon execution by all parties.

EX-4.1.(F) 3 d27575_ex4-1f.txt 2ND AMENDMENT TO CREDIT AGREEMENT 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: -2- " (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. -3- 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/ Thomas McNeill ------------------------ Name: Thomas McNeill Title: VP & CFO GLOBAL PAYMENT TECHNOLOGIES, INC. By: /sig/ Stephen Katz ---------------------- Name: Stephen Katz Title: Chairman & CEO THE CHASE MANHATTAN BANK By: /sig/ Carolyn B. Lattanzi ---------------------------- Name: Carolyn B. Lattanzi 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/ Thomas McNeill ----------------------------- Name: Thomas McNeill Title: Treasurer & Secretary ABACUS FINANCIAL MANAGEMENT SYSTEMS LTD. USA By: /sig/ Stephen Katz ----------------------------- Name: Stephen Katz Title: Chairman & CEO