FIFTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Fifth
Amendment") is entered into this 30th day of June, 2006, between Xxxxxx X.
Xxxxxxxx and Xxxxxxx X. Xxxxxxxx, Trustees of the Xxxxxxxx Family Trust, UTA
dated December 20, 1993 ("Lender") as secured party, and Alanco Technologies,
Inc. ("ATI"), an Arizona corporation ("Borrower 1"); Arraid, Inc. ("Al"), an
Arizona corporation ("Borrower 2"); Excel/Meridian Data, Inc. ("EMD"), an
Arizona corporation ("Borrower 3"); Alanco/TSI Prism, Inc. ("TSI"), an Arizona
corporation (formerly, Technology Systems International, Inc. and TSI
Acquisition Corporation) ("Borrower 6"); Xxx Xxx, Inc., a Nevada corporation
("Borrower 7"); and StarTrak Systems, LLC ("StarTrak"), a Delaware limited
liability company ("Borrower 8"). Borrower 1, Borrower 2, Borrower 3, Borrower
6, Borrower 7 and Borrower 8, jointly and severally, individually and
collectively, the "Borrower". (Borrowers 4 and 5 were corporate subsidiaries of
ATI that are no longer in operation.)
RECITALS:
The parties, other than StarTrak, entered into that Loan and Security
Agreement, dated June 19, 2002, pursuant to which Lender agreed to provide
certain funds to Borrower upon the terms and conditions set forth therein (the
"Agreement"). The parties, other than StarTrak, amended the Agreement pursuant
to the Amendment to Loan and Security Agreement, dated April 15, 2003 (the
"First Amendment"), the Second Amendment to Loan and Security Agreement, dated
November 1, 2003 (the "Second Amendment"), the Third Amendment to Loan and
Security Agreement, dated March 22, 2005 (the "Third Amendment"), and the Fourth
Amendment to Loan and Security Agreement, dated June 29, 2005 (the "Fourth
Amendment") and now wish to modify the Agreement, as previously amended in
certain respects as set forth herein.
ATI has acquired StarTrak and StarTrak is to be included as a borrower under the
Agreement. Lender has increased the credit available under the Agreement
accordingly.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:
1. Definitions. The subparagraphs of Section 1 of the Agreement corresponding to
the subparagraph numbers set forth below shall be amended by substituting the
definitions set forth below for the corresponding terms identified:
1.9 "Credit Limit" shall mean Two Million Dollars ($2,000,000.00).
Notwithstanding anything contained herein to the contrary, Either
Lender or ATI shall have the right to reduce the Credit Limit to
$1,500,000 upon thirty (30) days notice to the other.
2. The last sentence of Section 2.1 of the Agreement shall be amended to
read as follows:
Notwithstanding anything to the contrary herein, the amount drawn under
this Agreement by Borrower shall not be less than the sum of $1,500,000
at any time during the term of this Agreement without Lender's written
consent. Provided, however, in the event that either Lender or ATI
exercises its right to reduce the Credit Limit to $1,500,000 in
accordance with section 1.9 hereof, then the amount drawn under this
Agreement shall not be less than the sum of $1,000,000 at any time
thereafter without the Lender's written agreement.
3. Borrower agrees that (a) except as expressly provided herein to the contrary,
this Fifth Amendment shall not modify the Agreement as previously amended, (b)
all of the collateral described in the Agreement shall remain in all respects
subject to the lien or charge of the security interest set forth in the
Agreement, and (c) nothing contained herein and nothing done pursuant hereto,
shall effect or be construed as affecting the lien or charge of said security
interest, or the priority thereof over other liens or charges, or as releasing
or affecting the liability of any party or parties who may now or hereafter be
liable under or on account of the Agreement. The provisions of this Fifth
Amendment are modifications only and except as provided herein all of the terms
and conditions of the Agreement as previously amended remain in full force and
effect and the parties hereto ratify and confirm the security, priority and
enforceability of the Agreement, as expressly modified by this Fifth Amendment.
4. This Fifth Amendment shall bind and inure to the benefit of the respective
successors and assigns of each of the parties. This Fifth Amendment may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be
executed to be effective as of the date first above written.
BORROWERS:
"Borrower l":
Alanco Technologies, Inc., an Arizona Corporation
By: /s/Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Chief Financial Officer
"Borrower 2":
Arraid, Inc., an Arizona corporation
By: /s/Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Chief Financial Officer
"Borrower 3":
Excel/Meridian Data, an Arizona corporation
By: /s/Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Chief Financial Officer
"Borrower 6":
Alanco/TSI Prism, Inc., an Arizona corporation (formerly, Technology Systems
International, Inc. and TSI Acquisition Corporation)
By: /s/Xxxx X. Xxxxxxx
------------------
Xxxx X. Xxxxxxx, Chief Financial Officer
"Borrower 7":
Xxx Xxx, Inc., a Nevada corporation
By: /s/Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Chief Financial Officer
"Borrower 8":
StarTrak Systems, LLC, a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Chairman of the Board
Borrower Address for Notices:
00000 Xxxxx 00xx Xxx, Xxxxx 0, Xxxxxxxxxx, Arizona. 85260
LENDER:
/s/Xxxxxx X. Xxxxxxxx
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XXXXXX X. XXXXXXXX
/s/Xxxxxxx X. Xxxxxxxx
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XXXXXXX X. XXXXXXXX
Trustees of the Xxxxxxxx Family Trust, UTA
dated December 20, 1993
Lender Address for Notices:
00000 X. Xxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000
