Exhibit No. 4.1 (h)
WAIVER dated as of January 13, 2003 to
the Amended and Restated Credit
Agreement dated as of September 10, 2002
(the "Agreement") by and between Global
Payment Technologies, Inc., a Delaware
corporation (the "Company") and JPMorgan
Chase Bank, a New York banking
corporation (the "Lender").
WHEREAS, the Company has requested the Lender to waive compliance with certain
provisions of the Agreement to the extent set forth below;
WHEREAS, the Lender has agreed, subject to the terms and conditions of this
WAIVER, to waive compliance with 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. Waiver of Article VI. Affirmative Covenants. Section 6.03. Financial
Statements, Reports, etc.
Compliance with Section 6.03. (a) of the Agreement is hereby waived for
the fiscal year ended September 30, 2002 to permit the late receipt by the
Lender of (1) the audited consolidated financial statements of the Company
for the fiscal year ended September 30, 2002, accompanied by the
unqualified opinion of the Auditor and (2) the unaudited consolidating
financial statements of the Company for such fiscal year, each of which
were required to be delivered to the Lender no later than December 31,
2002 provided, however, such financial statements are received by the
Lender, in the form required pursuant to Section 6.03. (a), no later than
January 17, 2003.
Compliance with Section 6.03. (c) of the Agreement is hereby waived for
the fiscal year ended September 30, 2002 to permit the late receipt by the
Lender of the certificate of non-default of the Chief Financial Officer of
the Company with respect to the fiscal year ended September 30, 2002,
which certificate was to be delivered to the Lender no later than December
31, 2002 provided, however, such certificate is received by the Lender no
later than January 17, 2003.
Compliance with Section 6.03. (d) of the Agreement is hereby waived for
the fiscal year ended September 30, 2002 to permit the late receipt by the
Lender of the certificate of non-default of the Auditor with respect to
the fiscal year ended September 30, 2002 provided, however, such
certificate is received by the Lender no later than January 17, 2003.
2. Waiver of Article VII. Negative Covenants. Section 7.13. Financial
Covenants.
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Compliance with Section 7.13. (a) of the Agreement is hereby waived for
the fiscal year ended September 30, 2002 to permit Consolidated Tangible
Net Worth to be less than $17,500,000 as of the fiscal year ended
September 30, 2002 provided, however, Consolidated Tangible Net Worth was
not less than $16,540,000 as of such fiscal year end.
Compliance with Section 7.13. (d) of the Agreement is hereby waived for
the fiscal year ended September 30, 2002 to permit Consolidated Interim
EBIT to be less than ($500,000) for the fiscal quarter ended September 30,
2002 provided, however, Consolidated Interim EBIT was not less than
($1,766,000) for the fiscal quarter ended September 30, 2002.
Compliance with Section 7.13. (f) of the Agreement is hereby waived for
the fiscal year ended September 30, 2002 to permit the ratio of
Consolidated Quick Assets to Consolidated Current Liabilities to be less
than 1.70 to 1.0 as of the fiscal year ended September 30, 2002 provided,
however, such ratio was not less than 1.13 to 1.0 as of such fiscal year
end.
This WAIVER 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 waived, amended or consented to 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 including,
without limitation, the Existing Financial Covenant Violations (as hereinafter
defined) and all rights and remedies of the Lender with respect thereto are
hereby expressly reserved and may be enforced or exercised at any time and from
time to time, all as more fully set forth in the reservation of rights letter
dated December 3, 2002 from the Lender to the Company, which has been
acknowledged by the Company and the Guarantors.
The Company hereby represents and warrants that, after giving effect to this
WAIVER, (1) no Default or Event of Default exists under the Agreement or any
other related document other than an Event of Default solely attributable to the
failure of the Company to comply with Sections 7.13. (a), (c), (d), and (f)
solely during the period commencing October 1, 2002 and thereafter (the
"Existing Financial Covenant Violations") 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 WAIVER with the exception of the representation and warranty set
forth in Section 4.14. of the Agreement solely as it relates to the Existing
Financial Covenant Violations.
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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 WAIVER 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 WAIVER. This WAIVER 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 WAIVER to be
duly executed by their duly authorized officers, all as of the day and year
first above written.
GLOBAL PAYMENT TECHNOLOGIES, INC.
By:
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Name: Xxxxxx XxXxxxx
Title: Vice President & Chief Financial Officer
By:
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Name: Xxxxxx Xxxxxxx
Title: Chief Operating Officer
JPMORGAN CHASE BANK
By:
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Name:
Title: Vice President
CONSENT
The undersigned, not a party to the Agreement but a "Guarantor" under an Amended
and Restated Limited Corporate Guaranty executed by the undersigned in favor of
the Lender, hereby accepts and agrees to the terms of the WAIVER 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:
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Name: Xxxxxx XxXxxxx
Title: Vice President & Chief Financial Officer
By:
--------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Chief Operating Officer
