Exhibit 4.1(h)
FOURTH AMENDMENT dated as of
April 27, 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, the Second
Amendment dated as of December
29, 2000 and the Third Amendment
dated as of April 2, 2001 (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
FOURTH 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 "Obligations" contained in Section 1.01. of the Agreement
is hereby amended by deleting it in its entirety and substituting therefor
the following in place thereof:
" "Obligations" shall mean all obligations, liabilities and indebtedness of
the Company to the Lender, whether now existing or hereafter created,
absolute or contingent, direct or indirect, due or not, whether created
directly or acquired by assignment or otherwise, (1) arising under or
relating to this Agreement, the Notes or any other Loan Document including,
without limitation, all obligations, liabilities and indebtedness of the
Company with respect to the principal of and interest on the Loans, and the
obligations arising under Hedging Agreements with the Lender and all fees,
costs, expenses and indemnity obligations of the Company hereunder and
under any other Loan Document and (2) arising under foreign currency
exchange agreements with the Lender."
-2-
This FOURTH 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
FOURTH 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 FOURTH 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 FOURTH 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 FOURTH AMENDMENT. This FOURTH 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 FOURTH 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/ Xxxxxx XxXxxxx
-------------------------
Name: Xxxxxx XxXxxxx
Title: VP & CFO
GLOBAL PAYMENT TECHNOLOGIES, INC.
By: /sig/ Xxxxxxx Xxxx
-------------------------
Name: Xxxxxxx Xxxx
Title: Chairman & CEO
THE CHASE MANHATTAN BANK
By: /sig/ Xxxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
-4-
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 FOURTH 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/ Xxxxxx XxXxxxx
------------------------------
Name: Xxxxxx XxXxxxx
Title: Treasurer & Secretary
ABACUS FINANCIAL MANAGEMENT
SYSTEMS LTD. USA
By: /sig/ Xxxxxxx Xxxx
------------------------------
Name: Xxxxxxx Xxxx
Title: Chairman & CEO
