Exhibit 4.8
THIS NOTE AND THE COMMON SHARES
ISSUABLE UPON
CONVERSION OF THIS
NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES
ISSUABLE UPON
CONVERSION OF
THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER
SAID ACT
AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF
COUNSEL REASONABLY
SATISFACTORY TO GLOBAL PAYMENT
TECHNOLOGIES, INC.
THAT SUCH REGISTRATION IS NOT
REQUIRED.
SECURED REVOLVING NOTE
----------------------
FOR VALUE RECEIVED,
GLOBAL PAYMENT TECHNOLOGIES, INC. a Delaware
corporation (the "BORROWER") promises to pay to LAURUS MASTER
FUND, LTD., c/o
Ironshore Corporate Services Ltd., P.O. Box
1234 G.T., Queensgate
House, South
Church Street, Grand Cayman, Cayman
Islands, Fax: 345-949-9877 (the "HOLDER") or
its registered assigns, on order, the sum of One Million Seven
Hundred Fifty
Thousand Dollars ($1,750,000 ) without duplication of any amounts owing by
Borrower to Holder under the Minimum
Borrowing Notes (as defined in the Security
Agreement referred to below), or, if
different, the
aggregate principal
amount
of all "Loans" (as such term is defined in
the Security
Agreement referred to
below), together with any accrued and
unpaid interest hereon, on March __, 2007
(the "MATURITY DATE").
Capitalized terms
used herein without definition shall have the
meanings ascribed to such terms in the
Security Agreement
between Borrower and
the Holder dated as of March __, 2004 (as
amended, modified
and supplemented
from time to time, the "SECURITY
AGREEMENT").
The following terms shall apply to this Note:
ARTICLE I
INTEREST & PREPAYMENTS
1.1. Interest Rate.
Subject to Sections 4.3 and 5.7 hereof, interest
payable on this Note shall accrue at a rate per annum equal
to the "prime rate"
published in The Wall Street Journal from time to time, plus one and one half
percent (1.50%) (the "CONTRACT RATE"). The Prime Rate shall be increased
or
decreased as the case may be for each
increase or decrease
in the Prime Rate in
an amount equal to such increase or decrease in the Prime
Rate; each change
to
be effective as of the day of the change in
such rate in
accordance with
the
terms of the Security Agreement. The Contract Rate shall not be less than
six
percent (6.0%).
1.2. Interest Rate Adjustments and Payments. Interest shall be
payable
monthly in arrears commencing on April 1, 2004 and on the first day of
each
consecutive calendar month thereafter,
(each, an "INTEREST PAYMENT DATE").
<PAGE>
1.3 Allocation of Principal to Serial Minimum Borrowing Notes. In the
event that the amount due and payable hereunder should equal or exceed
$1,000,000, to the extent that the
outstanding balance on Minimum Borrowing Note
shall be less than $750,000 (the
difference of $750,000
less the actual balance
of the Minimum Borrowing Note, the
"Available Minimum Borrowing"), such portion
of the balance hereof as shall equal the
Available Minimum
Borrowing shall be
deemed to be simultaneously extinguished on the Revolving Note
and transferred
to, and evidenced by, a new Minimum
Borrowing Note (e.g.,
the Available Minimum
Borrowing shall be $0) provided, however, that no more than two (2)
Minimum
Borrowing Notes in the aggregate shall be
issuable hereunder without the consent
of the Borrower.
ARTICLE II
HOLDER'S CONVERSION RIGHTS
2.1. Optional Conversion. Subject to the terms of this Article II,
the
Holder shall have the right, but not the obligation, at any time until the
Maturity Date, or thereafter during an Event of Default (as
defined in Article
IV), and, subject to the limitations set
forth in Section 2.2 hereof, to convert
all or any portion of the outstanding
Principal Amount and/or accrued interest
and fees due and payable into fully paid
and nonassessable
restricted shares of
the Common Stock at the Fixed Conversion Price (defined below). For purposes
hereof, subject to Section 3.5 hereof,
the "FIXED
CONVERSION
PRICE" means $
_____ ((105%) of the average of the
closing price of the
Common Stock for
the
ten (10) trading days immediately prior to the date hereof.) The shares of
Common Stock to be issued upon such
conversion
are herein
referred to as the
"CONVERSION SHARES."
2.2. Conversion Limitation. Notwithstanding anything contained
herein
to the contrary, the Holder shall not be entitled to convert
pursuant to the
terms of this Note an amount that would be convertible into that number of
Conversion Shares which would exceed the
difference between the number of shares
of Common Stock beneficially owned by such Holder or issuable
upon exercise of
warrants held by such Holder and 4.99% of
the outstanding shares of Common Stock
of the Borrower. For the purposes of the immediately preceding sentence,
beneficial ownership shall be determined in
accordance with Section 13(d) of the
Exchange Act and Regulation 13d-3
thereunder.
The Conversion Shares
limitation
described in this Section 2.2 shall
automatically
become null and void
without
any notice to Borrower upon the occurrence
and during the continuance beyond any
applicable grace period of an Event of
Default, or upon 75
days prior notice to
the Borrower.
2.3. Mechanics of
Holder's Conversion.
In the event that the
Holder
elects to convert this Note into Common
Stock, the Holder shall give notice
of
such election by delivering an executed and completed notice of conversion
("NOTICE OF CONVERSION") to the Borrower and such Notice of
Conversion
shall
provide a breakdown in reasonable detail of the Principal Amount, accrued
interest and fees that are being converted. On each Conversion Date (as
hereinafter defined) and in accordance with
its Notice of Conversion, the Holder
shall make the appropriate reduction to the Principal Amount,
accrued interest
and fees as entered in its records and
shall provide written
notice thereof to
the Borrower within two (2) business days after
the
2
<PAGE>
Conversion Date. Each date on which a Notice of
Conversion
is delivered or
telecopied to the Borrower in accordance with the provisions hereof shall be
deemed a Conversion Date (the "CONVERSION
DATE"). A form of Notice of Conversion
to be employed by the Holder is annexed
hereto as Exhibit A.
Pursuant to the
terms of the Notice of Conversion,
the Borrower will
issue instructions to
the
transfer agent accompanied by an opinion of
counsel within one (1) business day
of the date of the delivery to Borrower of the Notice
of Conversion
and shall
cause the transfer agent to transmit the certificates representing the
Conversion Shares to the Holder upon resale of such Conversion Shares by the
Holder by crediting the account of the Holder's designated broker with the
Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent
Commission ("DWAC") system within three (3) business days
(plus any available
extension) after receipt by the Borrower of the Notice of Conversion (the
"DELIVERY DATE"). In the case of the
exercise of the conversion rights set forth
herein the conversion privilege shall be deemed to have been
exercised and the
Conversion Shares issuable upon such conversion shall be deemed to have been
issued upon the date of receipt by the
Borrower of the Notice of Conversion. The
Holder shall be treated for all
purposes as the record holder of such Common
Stock, unless the Holder provides the Borrower written instructions to the
contrary.
2.4. Late Payments. The Borrower understands that a delay in the
delivery of the shares of Common
Stock in the form
required pursuant to this
Article beyond the Delivery Date could
result in economic loss to the Holder. As
compensation to the Holder for such loss, the Borrower agrees to pay late
payments to the Holder for late
issuance of such shares in the form required
pursuant to this Article III upon
conversion of the Note, in the amount equal to
$500 per business day after the Delivery Date. The Borrower shall pay any
payments incurred under this Section in
immediately available funds upon demand.
2.5. Adjustment Provisions. The Fixed Conversion Price and
number and
kind of shares or other securities to be issued upon conversion determined
pursuant to Section 2.1 shall be subject to
adjustment
from time to time
upon
the happening of certain events while this
conversion right remains outstanding,
as follows:
A. Reclassification.
If the Borrower at any time shall, by
reclassification or otherwise, change the Common Stock into the same or a
different number of securities of any class or classes,
this Note, as to
the
unpaid Principal Amount and accrued
interest thereon, shall thereafter be deemed
to evidence the right to purchase an
adjusted number of such securities and kind
of securities as would have been issuable as the result of such change with
respect to the Common Stock immediately
prior to such
reclassification or other
change.
B. Stock Splits,
Combinations and
Dividends.
If the shares of
Common Stock are subdivided or combined into a greater or smaller
number of
shares of Common Stock, or if a dividend is paid on the
Common Stock in shares
of Common Stock, the Fixed Conversion Price
shall be proportionately reduced in
case of subdivision of shares or stock
dividend or proportionately increased in
the case of co
