Third Amendment to Credit Agreement between Global Payment Technologies, Inc. and The Chase Manhattan Bank

Summary

This amendment updates a credit agreement between Global Payment Technologies, Inc. and The Chase Manhattan Bank, originally dated July 15, 1999. The amendment increases the limit on loans and investments from $100,000 to $300,000. All other terms of the original agreement remain unchanged. The amendment is effective upon execution by both parties, and Abacus Financial Management Systems Ltd. USA, as guarantor, consents to the changes and confirms its guarantee remains in effect.

EX-4.1.(G) 4 d27575_ex4-1g.txt 3RD AMENDMENT TO CREDIT AGREEMENT Exhibit 4.1(g) THIRD AMENDMENT dated as of April 2, 2001 to the Credit Agreement dated as of July 15, 1999, as amended by the First Amendment and Waiver dated as of September 5, 2000 and the Second Amendment dated as of December 29, 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 THIRD 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 VII. NEGATIVE COVENANTS. Section 7.06. Loans and Investments. Section 7.06. of the Agreement is hereby amended by deleting the number "100,000" contained in the ninth line thereof and substituting therefor the number "300,000" in place thereof. This THIRD 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. -2- The Company hereby represents and warrants that, after giving effect to this THIRD 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 THIRD 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 THIRD 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 THIRD AMENDMENT. This THIRD 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. IN WITNESS WHEREOF, the Company and the Lender have caused this THIRD 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 -3- 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 THIRD 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