Exhibit 4.1(i)
FIFTH AMENDMENT dated as of July 13, 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, the Third Amendment dated as of April
2, 2001 and the Fourth Amendment dated as of
April 27, 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
FIFTH 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 SCHEDULE VI Existing Direct Affiliate Investments.
Schedule VI to the Agreement is hereby amended by deleting the text thereof
in its entirety and substituting therefor the following in place thereof:
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Existing Direct Affiliate Aggregate Permitted Loans, Guarantee Obligations
and Capital Contributions
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Global Payment Technologies Holdings (Proprietary) $650,000
Limited
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Global Payment Technologies Australia Pty. Ltd. $100,000
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CBV China Venture Limited $300,000*
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Global Payment Technologies (Europe) Limited $750,000
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Abacus Financial Management Systems Ltd. $650,000
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Abacus Financial Management Systems Ltd. USA $400,000
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Hangzhou CBV Plastics Corp., Ltd. $300,000**
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* Reduced by an amount equal to the aggregate outstanding permitted loans,
guarantee obligations and capital contributions to Hangzhou CBV Plastics
Corp., Ltd.
** Reduced by an amount equal to the aggregate outstanding permitted loans,
guarantee obligations and capital contributions to CBV China Venture
Limited.
-2-
This FIFTH 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
FIFTH 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 FIFTH 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 FIFTH 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 FIFTH AMENDMENT. This FIFTH 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 FIFTH 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
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 FIFTH 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
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Name: Xxxxxx XxXxxxx
Title: Treasurer & Secretary
ABACUS FINANCIAL MANAGEMENT
SYSTEMS LTD. USA
By: /sig/ Xxxxxxx Xxxx
------------------------------
Name: Xxxxxxx Xxxx
Title: Chairman & CEO
