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EXHIBIT 4.04
TERM NOTE
Dallas, Texas
$640,000.00 May 27, 1998
FOR VALUE RECEIVED, TIDEL ENGINEERING, INC., a Delaware corporation,
and TIDEL TECHNOLOGIES, INC., a Delaware corporation (herein called
"Borrowers"), jointly and severally promise to pay to the order of CHASE BANK OF
TEXAS, N.A., a national banking association (herein called "Payee"), at 0000
Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000, or at such other place as Payee may hereafter
designate in writing, in immediately available funds and in lawful money of the
United States of America, the principal sum of SIX HUNDRED FORTY THOUSAND AND
NO/100 DOLLARS ($640,000.00), together with interest on the unpaid principal
balance of this note from time to time outstanding until maturity at the rate or
rates provided for in the Credit Agreement and interest on all past due amounts
at the Past Due Rate as provided in the Credit Agreement; provided, that for the
full term of this note, the interest rate produced by the aggregate of all sums
paid or agreed to be paid to the holder of this note for the use, forbearance or
detention of the debt evidenced hereby shall not exceed the Highest Lawful Rate,
if any, applicable to Payee.
If, for any reason whatever, the interest paid or received on this note
during its full term produces a rate which exceeds the Highest Lawful Rate, if
any, applicable to Payee, the holder of this note shall refund to the payor or,
at the holder's option, credit against the principal of this note such portion
of said interest as shall be necessary to cause the interest paid on this note
to produce a rate equal to the Highest Lawful Rate, if any, applicable to payee.
All sums paid or agreed to be paid to the holder of this note for the use,
forbearance or detention of the indebtedness evidenced hereby shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and spread
in equal parts throughout the full term of this note, so that the interest rate
is uniform throughout the full term of this note. To the extent the laws of the
State of Texas are applicable for purposes of determining the "Highest Lawful
Rate," such term shall mean the "weekly ceiling" from time to time in effect
under Article 1D.003, Title 79, Revised Civil Statutes of Texas, as amended, or
if permitted by applicable law and effective upon the giving of the notices
required by Article 1D.103 (or effective upon any other date otherwise specified
by applicable Law), the "monthly ceiling," the "quarterly ceiling," or
"annualized ceiling" from time to time in effect under such Chapter 1D of the
Texas Credit Title, whichever that Lender shall elect to substitute for the
"weekly ceiling," and vice versa, each such substitution to have the effect
provided in Chapter 1D of the Texas Credit Title; and Lender shall be entitled
to make such election from time to time and one or more times and, without
notice to Borrower, to leave any such substitute rate in effect for subsequent
periods in accordance with Chapter 1D of the Texas Credit Title.
This note has been issued pursuant to the terms of a Credit Agreement
(which, as it may have been or may be amended, restated, modified or
supplemented from time to time, is herein called the "Credit Agreement") dated
June 12, 1997, by and between Tidel Engineering, Inc. and Payee, as amended by
the First Amendment to Credit Agreement dated as of February 23, 1998,
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by and between Tidel Engineering, Inc. and Xxxxx, and by the Second Amendment to
Credit Agreement of even date herewith, , by and between Borrowers and Payee, to
which reference is made for all purposes. This note is the Term Note under the
terms of the Credit Agreement, and the advance against this note by Xxxxx or
other holder hereof, payments and prepayments hereunder and acceleration hereof
shall be governed by the Credit Agreement. Capitalized words and phrases used
herein and not defined herein and which are defined in the Credit Agreement
shall have the same meanings herein as are ascribed to them in the Credit
Agreement.
The unpaid principal balance of this note at any time shall be the
total of all principal lent or advanced against this note less the sum of all
principal payments and permitted prepayments made on this note by or for the
account of Borrowers. All loans and advances and all payments and permitted
prepayments made hereon may be endorsed by the holder of this note on the
schedule which is attached hereto (and hereby made a part hereof for all
purposes) or otherwise recorded in the holder's records; provided, that any
failure to make notation of (a) any advance shall not cancel, limit or otherwise
affect Borrowers' obligations or any holder's rights with respect to that
advance, or (b) any payment or permitted prepayment of principal shall not
cancel, limit or otherwise affect Borrowers' entitlement to credit for that
payment as of the date received by the holder.
Borrowers and any and all co-makers, endorsers, guarantors and sureties
severally waive notice (including, but not limited to, notice of intent to
accelerate and notice of acceleration, notice of protest and notice of
dishonor), demand, presentment for payment, protest, diligence in collecting and
the filing of suit for the purpose of fixing liability and consent that the time
of payment hereof may be extended and re-extended from time to time without
notice to any of them. Each such person agrees that his, her or its liability on
or with respect to this note shall not be affected by any release of or change
in any guaranty or security at any time existing or by any failure to perfect or
maintain perfection of any lien against or security interest in any such
security or the partial or complete unenforceability of any guaranty or other
surety obligation, in each case in whole or in part, with or without notice and
before or after maturity.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF TEXAS (OTHER THAN THE CONFLICTS OF LAWS PRINCIPLES THEREOF)
AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN EFFECT.
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SIGNATURE PAGE TO TERM NOTE
TIDEL ENGINEERING, INC.,
a Delaware corporation
By: /s/ XXXXX X. XXXX
Xxxxx X. Xxxx, Chairman of the Board
TIDEL TECHNOLOGIES, INC.,
By: /s/ XXXXX X. XXXX
Xxxxx X. Xxxx, Chairman of the Board
