Notice and Acknowledgment of Security Interest among Global Payment Technologies, Inc., Global Payment Technologies Holdings (Proprietary) Limited, and JPMorgan Chase Bank

Contract Categories: Business Finance › Security Agreements
Summary

This agreement outlines that Global Payment Technologies, Inc. (GPT) has granted JPMorgan Chase Bank a security interest in its accounts, including receivables, as collateral for loans under a credit agreement. If GPT defaults, any payments owed to GPT by Global Payment Technologies Holdings (Proprietary) Limited must be paid directly to JPMorgan. The agreement also overrides any contract terms that would restrict this arrangement. All parties must acknowledge and agree to these terms in writing.

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EX-4.1(I) 12 d53240_ex4-1i.txt FORM OF MONTHLY SALES, HEADCOUNT & INVENTORY RPRT EXHIBIT I 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) (F) (G) As of Date Act Booked & or Booked & Addl Total Forecast Booked Q[1][2][3][4] Shipped or Shipped Forecast Q[1][2][3][4] Total Outside Of sales Q[1][2][3][4] Q[1][2][3][4] Q[1][2][3][4] (sum of FY Q[1][2][3][4] (designate (designate (designate (designate columns C (sum of (bookings for each for for then for then and D) columns A, for quarters quarter immediately current current B and E) after then completed preceding quarter quarter current other than quarter only) only) quarter) quarter only) covered in column B) - ------------------------------------------------------------------------------------------------------------------------------------ (the 10th day of each month) - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
-4- Head Count - ---------------------------------------------- As of Date Actual Budget - ---------------------------------------------- (last day of immediately prior month) - ---------------------------------------------- - ---------------------------------------------- Inventory - Projected at Quarter End (excludes product development costs) - -------------------------------------------------------------------------------- As of Date Mar June Sep Dec - -------------------------------------------------------------------------------- (10th day of each month) - -------------------------------------------------------------------------------- -5- NOTICE AND ACKNOWLEDGMENT OF SECURITY INTEREST Global Payment Technologies Holdings (Proprietary) Limited Re: Global Payment Technologies, Inc. Gentlemen: Pursuant to a Credit Agreement dated as of September 10, 2002, Global Payment Technologies, Inc. ("GPT') will receive loans and financial accommodations from JPMorgan Chase Bank ("JPMorgan") (such credit agreement, as the same may be amended, restated or otherwise modified, from time to time, the "Credit Agreement"). To secure GPT's obligations under the Credit Agreement GPT has granted JPMorgan a security interest in its accounts, including, without limitation, all of GPT's accounts receivable. We hereby request your acknowledgment and agreement that upon notice from JPMorgan stating that an Event of Default has occurred under the Credit Agreement you shall make all payments then due and owing, and thereafter due and owing, by you to GPT, whether with respect to the purchase of goods and services or otherwise, directly to JPMorgan, without setoff, defense or counterclaim, to the address set forth below or such other address as JPMorgan may designate in such notice: JPMorgan Chase Bank 395 North Service Road Melville, New York 11747 Attention: Relationship Manager-Global Payment Technologies, Inc. Further, we hereby request your acknowledgment and agreement that (i) after receipt of such notification you may discharge your obligation with respect to all amounts owing by you to GPT by paying JPMorgan and may not discharge that obligation by paying GPT, and (ii) any term in any agreement between GPT and you is ineffective to the extent that it prohibits, restricts or requires your consent to the assignment or the transfer of, or the creation of security interest in, amounts owing by you to GPT, or provides that any such action constitutes a default under any agreement between you and GPT. You acknowledge that JPMorgan will be relying on this Notice and Acknowledgment of Security Interest in extending credit to GPT and, accordingly, is intended to be the beneficiary hereof and shall have the right to enforce to your agreements herein. This Notice and Acknowledgment of Security Interest may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one in the same Notice and Acknowledgment of Security Interest. This Notice and Acknowledgment of Security Interest may not be amended except in an agreement in writing signed by you, GPT and JPMorgan. Please indicate your acknowledgment and agreement to the foregoing by signing in the space provided below. GLOBAL PAYMENT TECHNOLOGIES, INC. By: __________________________________ Name: Title: Acknowledged and Agreed GLOBAL PAYMENT TECHNOLOGIES HOLDINGS (PROPRIETARY) LIMITED By: __________________________________ Name: Title: Acknowledged JPMORGAN CHASE BANK By: __________________________________ Name: Title: -2-