Exhibit 99.1
THIRD AMENDMENT TO REVOLVING CREDIT, EQUIPMENT LOAN AND SECURITY AGREEMENT
THIS Third Amendment to Revolving Credit, Equipment Loan and Security Agreement
(this "Amendment") amends that certain Revolving Credit, Equipment Loan and
Security Agreement dated as of August 6, 2003 (the "Agreement") between TRANSACT
TECHNOLOGIES INCORPORATED (the "Borrower"), and TD Banknorth N.A., a national
banking association (the "Bank") as amended by a First Amendment to Revolving
Credit, Equipment Loan and Security Agreement dated November 12, 2004 (the
"First Amendment") and the Second Amendment to Revolving Credit, Equipment Loan
and Security Agreement dated as of December 31, 2005 (the "Second Amendment")
(collectively, the Agreement, the First Amendment. the Second Amendment and this
Amendment and any further or other amendment shall be referred to as the "Credit
Agreement") is made and entered into as of the July 31, 2006 by and between the
Borrower and the Bank. Capitalized terms used herein but not defined shall have
the meanings assigned to them in the Credit Agreement.
1. Amendment to Credit Agreement. In consideration of mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower and the Bank do
hereby amend the Credit Agreement as follows:
a. The following definition contained in Exhibit 1 to the Credit
Agreement is amended in its entirety to read as follows:
"Revolving Credit Period" means the period from and including the date of
this Agreement to but not including November 29, 2006.
2. Conditions to Closing. This Amendment shall be effective as of July 31,
2006 upon the completion of each of the following:
a. Execution of this Amendment by the Borrower and the Bank and delivery
of executed originals to the Bank.
b. Update to any Schedules to the Credit Agreement not previously
provided to the Bank by the Borrower.
c. Such additional documents, certificates and other assurances that Bank
or its counsel may require.
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3. No Default; Representations and Warranties, etc. The Borrower hereby
confirms that: (a) the representations and warranties of the Borrower
contained in the Credit Agreement as modified hereby are true and correct
in all material respects on and as of the date hereof as if made on such
date (except to the extent that such representations and warranties
expressly relate to an earlier date), as modified by any amendment of
Schedules presented herewith; (b) the Borrower is in compliance in all
material respects with all of the terms and provisions set forth in the
Credit Agreement on their part to be observed or performed; and (c) after
giving effect to this Amendment, no Event of Default, nor any event which
with the giving of notice or expiration of any applicable grace period or
both would constitute such an Event of Default, shall have occurred and be
continuing.
4. Miscellaneous.
a. Except to the extent specifically amended hereby, the Credit
Agreement, the Loan Documents and all related documents shall remain
in full force and effect. Whenever the terms or sections amended
hereby shall be referred to in the Credit Agreement, Loan Documents or
such other documents (whether directly or by incorporation into other
defined terms), such defined terms shall be deemed to refer to those
terms or sections as amended by this Amendment.
b. This Amendment may be executed in any number of counterparts, each of
which, when executed and delivered, shall be an original, but all
counterparts shall together constitute one instrument.
c. This Amendment shall be governed by the laws of the State of
Connecticut and shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment which
is a sealed instrument as of the date first above written.
BANKNORTH, N.A.
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
It's Vice President
TRANSACT TECHNOLOGIES INCORPORATED.
By: /s/ Xxxxxx X. XxXxxxxxx
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Name: Xxxxxx X. XxXxxxxxx
Title: Executive Vice President and
Chief Financial Officer
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