AMENDMENT NO. 2
AMENDMENT dated as of August 30, 1996, among TRIDEX CORPORATION, a
Connecticut corporation, ULTIMATE TECHNOLOGY CORPORATION, a New York
corporation, CASH BASES INCORPORATED, a Delaware corporation, and FLEET NATIONAL
BANK, a national banking association organized under the laws of the United
States of America.
Background
A. Tridex Corporation ("Tridex"), Ultimate Technology Corporation, Cash
Bases Icorporated, Ithaca Peripherals Incorporated ("Ithaca"), Magnetec
Corporation ("Magnetec") (collectively, the "Original Borrowers"), and the
Bank are parties to the Amended and Related Credit Agreement dated as of
December 15, 1995 (as amended, modified or supplemented from time to time, the
"Credit Agreement"), under which the Bank extended to the Original Borrowers a
$5,500,000 term loan facility (the "Term Loan") and a $3,000.000 revolving loan
facility (the "Revolver").
B. On July 28, 1996, Tridex caused Ithaca to be merged into Magnetec, with
Magnetec being the surviving entity. Contemporaneously therewith, Tridex formed
a new wholly-owned subsidiary, TransAct Technologies Incorporated ("TransAct"),
to which it contributed all Magnetec stock owned by Tridex in return for the
issuance by TransAct to Tridex of 5,400,000 shares of common stock of TransAct.
C. On or about the date hereof, TransAct intends to conduct an initial
public offering (the "Initial Public Offering") of up to 19.7% of its
authorized common stock. TransAct intends to utilize a portion of the net
proceeds realized from the Initial Public Offering to satisfy certain
indebtedness of TransAct to Tridex, and, simultaneously therewith, Tridex
intends to satisfy in full the indebtedness outstanding under the Term Loan and
to reduce the Working Capital Commitment from $3,060,000 to $2,000,000.
D. The Original Borrowers have requested that the Bank (i) consent to the
actions contemplated under the Plan of Reorganization dated as of June 25, 1996,
among Tridex, TransAct, Magnetec and Ithaca, (ii) release from the lien created
by the Pledge Agreement, the shares of stock owed by Tridex in Ithaca and
Magnetec, (iii) release Magnetec from its obligations under the Credit
Agreement, the Amended and Restated Working Capital Note dated as of March 15,
1996 (the "First Restated Note") and all other Facility Documents, (iv) reduce
the Working Capital Commitment from $3,000,000 to $2,000,000, (v) extend the
Revolving Credit Termination Date, and (vi) amend certain financial covenants.
E. The Bank has agreed to the Original Borrowers' requests subject to the
terms and conditions of this Agreement.
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Agreement
In consideration of the Background, which is incorporated by reference, the
parties, intending to be legally bound, agree as follows:
SECTION 1. Capitalized terms not otherwise deemed herein shall have the
meaning ascribed to them in the Credit Agreement.
SECTION 2. Amendments to Credit Agreement. All of the terms and conditions
of the Facility Documents remain in full force and effect as follows:
(a) All references to "Borrowers" and "Borrower" in the Credit
Agreement shall be deemed to exclude Ithaca and Magnetec.
(b) The following definitions are added to Section 1.1 of the Credit
Agreement:
"Distribution" means the tax free distribution by Tridex, subsequent
to the Initial Public Offering, of all TransAct stock held by Tridex to
each shareholder of record at tile time of the distribution.
"Clean-Down Period" shall mean any 30-day period of each one year
period commencing on the date hereof, or fraction thereof, provided that no
such period shall commence sooner than 30 days after the date hereof or
later than 30 days prior to the Revolving Credit Termination Date, during
which the aggregate outstanding principal amount of Working Capital Loans
must be reduced to $0.
"Interest Coverage Ratio" means, with respect to any Person, for any
period, the ratio of (i) EBITDA to (ii) Interest Expense for such period.
(c) The definition of "Margin" contained in Section 1.1 of the Credit
Agreement is deleted and the following is substituted therefor:
"Margin" means (a) for Variable Rate Loans, 0 basis points and (b) for
LIBOR Loans, 150 basis points (1.50%).
(d) The definition of "Revolving Credit Termination Date" contained in
Section 1.1 of the Credit Agreement is deleted and the following is substituted
therefor:
"Revolving Credit Termination Date" means June 30, 1998; provided that
if such date is not a Banking Day, the Revolving Credit
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Termination Date shall be the next succeeding Banking Day (or, if such next
succeeding Banking Day falls in the next calendar month, the next
preceding Banking Day) or (ii) the earlier date of termination of the
Working Capital Commitment pursuant to Section 9.2 hereof.
(e) The definition of "Variable Rate" contained in Section 1.1 of the
Credit Agreement is deleted and the following is substituted therefor:
"Variable Rate" means, for any day, the Prime Rate for such day.
(f) The amount "$5,000,000" contained in the definition of Working
Capital Commitment in Section 1.1 of the Credit Agreement is deleted and the
amount "$2,000,000" is substituted therefor.
(g) The following is added after the phrase "outstanding F/E Credits"
in the sixth line of Section 2.1(c) of the Credit Agreement:
but in no event shall Working Capital Loans exceed the aggregate
outstanding amount of $2,000,000 from time to time
(h) Section 2.5(b)(iii) of the Credit Agreement is deleted and the
following is substituted therefor:
(iv) During each Clean-Down Period the Borrowers shall satisfy in full
all amounts then outstanding with the Working Capital Loans.
(i) The following Section 2.5(b)(iv) is added to the Credit Agreement:
(v) Each such prepayment in accordance with paragraphs (i), (ii) (iii)
and (iv) above shall be applied first to any expenses incurred by the Bank,
second to any interest due on the amount prepaid, and last to the
outstanding principal amount of the Loans prepaid, in each case in such
manner as the Bank in its discretion shall determine.
(j) Section 2.11 of tile Credit Agreement is deleted and the following
is substituted therefor:
Section 2.11. Fees.
(a) Commitment Fee. The Borrowers shall pay to the Bank a commitment
fee on the daily average unused Working Capital Commitment for the period
from and including the date hereof to the Revolving Credit Termination Date
at a rate per annum equal to one-
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quarter of one percent (1/4 of 1%) calculated on the basis of a year of 360
days for the actual number of days elapsed. The accrued commitment fee
shall be due and payable in arrears upon any reduction or termination of
the Working Capital Commitment and on the last day of each March, June,
September and December, commencing on the first such date after the Closing
Date.
(b) Closing Fee. The Borrowers shall pay to the Bank, on the Closing
Date, a closing fee in an amount equal to one-quarter of one percent (1/4
of 1%) of the Working Capital Commitment.
(k) Section 2.13 of the Credit Agreement is hereby deleted in its
entirety.
(1) Section 7.6 of the Credit Agreement is deleted and the following
is substituted therefor:
Section 7.6 Dividends. Declare or pay any dividends, purchase, redeem,
retire or otherwise acquire for value any of its capital stock now or
hereafter outstanding, or make any distribution of assets to its
stockholders as such whether in cash, assets or in obligations of a
Borrower, or allocate or otherwise set apart any sum for the payment of any
dividend or distribution on, or for the purchase, redemption or retirement
of any shares of its capital stock, or make any other distribution by
reduction of capital or otherwise in respect of any shares of its capital
stock or permit any of their respective Subsidiaries to purchase or
otherwise acquire for value any stock of a Borrower or another such
Subsidiary, except with respect to the Distribution and except that: (a) a
Borrower may declare and deliver dividends and make distributions payable
solely in common stock of such Borrower; (b) a Borrower may purchase or
otherwise acquire shares of its capital stock by exchange for or out of the
proceeds received from a substantially concurrent issue of new shares of
its capital stock; and (c) any Subsidiary may declare and deliver dividends
and make distributions to the Parent.
(m) Sections 8.1, 8.2, 8.3, and 8.4 of the Credit Agreement are
deleted and the following are substituted therefor
Section 8.1. Minimum Tangible Net Worth. The Borrowers shall maintain
at all times, as measured at the end of each fiscal quarter commencing with
the fiscal quarter succeeding the fiscal quarter in which the Distribution
occurs, a Consolidated Tangible
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Net Worth of not less than $17,000,000 an such minimum Consolidated
Tangible Net Worth hereunder shall increase from fiscal year to fiscal year
by an amount equal to 50% of Consolidated Net Income for each immediately
preceding fiscal year end.
Section 8.2 Maximum Leverage Ratio. The Borrowers shall maintain at
all times, as measured at the end of each fiscal quarter, a ratio of
Consolidated Senior Liabilities to Consolidated Tangible Capital Base of
not greater than 1.0 to 1.0.
Section 8.3 Minimum Interest Coverage Ratio. The Borrowers, on a
consolidated basis, shall maintain at all times, as measured at the end of
each fiscal quarter, for each fiscal quarter through and including the
fiscal quarter in which the Distribution occurs, an Interest Coverage Ratio
of not less than 1.5 to 1.0, for such fiscal quarter and the three
consecutive immediately preceding fiscal quarters and for each succeeding
fiscal quarter, an Interest Coverage Ratio of not less than 2.0 to 1.0, for
such fiscal quarter and the three consecutive immediately preceding fiscal
quarters.
Section 8.4 Minimum Current Ratio. The Borrowers shall maintain at all
times, as measured at the end of each fiscal quarter, for each fiscal
quarter through and including the fiscal quarter in which the Distribution
occurs, a ratio of Consolidated Current Assets to Consolidated Current
Liabilities of not less than 1.5 to 1.0, and for each succeeding fiscal
quarter, a ratio of Consolidated Current Assets to Consolidated Current
Liabilities of not less than 2.0 to 1.0.
(n) The following Section 8.8 is added to the Credit Agreement:
Section 8.8 Minimum Tangible Capital Base. The Borrowers shall
maintain at all times, as measured at the end of each fiscal quarter, a
Consolidated Tangible Capital Base of not less than $13,500,000, as such
minimum required amount shall increase from quarter to quarter by 50% of
Consolidated Net Income for each fiscal quarter beginning with the fiscal
year ending December 31, 1997.
(o) The following Section 10.20 is added to The Credit Agreement:
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SECTION 10.20 JURISDICTION; IMMUNITIES. EACH BORROWER HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY CONNECTICUT STATE OR UNITED
STATES FEDERAL COURT SITTING IN CONNECTICUT OVER ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NOTE, AND EACH BORROWER
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH CONNECTICUT STATE OR FEDERAL
COURT. EACH BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL
PROCESS, IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH
PROCESS TO EACH BORROWER AT ITS ADDRESS SPECIFIED IN SECTION 10.6. EACH
BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON
THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH BORROWER FURTHER
WAIVES ANY OBJECTION TO VENUE IN SUCH STATE AND ANY OBJBCTION TO AN ACTION
OR PROCEEDING IN SUCH STATE ON THE BASIS OF FORUM NON CONVENIENS. EACH
BORROWER FURTHER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST THE
BANK SHALL BE BROUGHT ONLY IN CONNECTICUT STATE OR UNITED STATES FEDERAL
COURT SITTING IN CONNECTICUT. EACH BORROWER WAIVES ANY RIGHT IT MAY HAVE TO
JURY TRIAL.
(a) Nothing in this Section 10.20 shall affect the right of the Bank
to serve legal process in any other manner permitted by, law or affect the
right of the Bank to bring any action or proceeding against any Borrower or
its property in the courts of any other jurisdictions.
(b) To the extent that any Borrower has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
from service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property,
such Borrower hereby irrevocably waives such immunity in respect of its
obligations under this Agreement and the Note.
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(p) Schedule 5.9 to the Credit Agreement is deleted and the attached
Schedule 5.9 is substituted therefor.
(q) The information with respect to notices on page 55 of the Credit
Agreement is deleted and the following is substituted therefor:
Address for Notices and Lending office:
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxxxxx X. Xxxxxxx, Vice President
Facsimile No.: (000) 000-0000
(r) The First Restated Note is amended and restated in its entirety in
the form of the Second Amended and Restated Promissory Note dated the date
hereof In the form of the attached Exhibit B (the "Second Restated Note").
(s) Schedule I to the Pledge Agreement is deleted and the attached
Schedule I is substituted therefor.
(t) All references in the Facility Documents to "Fleet Bank, N.A." are
deleted and "Fleet National Bank" is substituted therefor.
SECTION 3. Release. The Bank (a) releases Ithaca and Magnetec from their
respective obligations under the Credit Agreement, the First Restated Note and
all other Facility Documents, and (b) releases from the lien of the Pledge
Agreement the shares of capital stock of Ithaca and Magnetec owned by Tridex and
the original stock certificates with respect thereto.
SECTION 4. Consent of Bank. The Bank hereby consents to (a) the creation of
TransAct, (b) the merger of Ithaca with and into Magnetec, (c) the issuance by
TransAct to Tridex of 5,400,000 shares of TransAct common stock in exchange for
1,000 shares of the common stock of Magnetec, (d) the transfer from Magnetec to
Tridex of all of the assets used to conduct the ribbon business as presently
conducted by Magnetec, (e) the Initial Public Offering, and (f) the proposed pro
rata distribution in 1997 by Tridex to its stockholders of the common stock of
TransAct owned by Tridex subsequent to the Initial Public Offering in connection
with a tax free reorganization of Tridex and its Subsidiaries.
SECTION 5. Conditions of Effectiveness. This Amendment shall become
effective when the Bank shall have received counterparts of this Amendment
executed by the Borrowers and the Bank. and the fol1owing documents or evidence
of the following actions, each document (unless otherwise indicated) being dated
the date of receipt thereof by the Bank (which date shall be the same for all
such documents), in form and substance satisfactory to the Bank:
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(a) Evidence that all indebtedness outstanding under the Term Note has
been satisfied in full;
(b) The Second Restated Note duly drawn to the order of the Bank;
(c) A certificate of the Secretary or an Assistant Secretary of each
Borrower certifying the names and the signatures of the officers of such
Borrower authorized to sign this Amendment and the other documents to be
delivered hereunder;
(d) A favorable opinion of Xxxxxxxx, Xxxxx & Xxxxxx, counsel for the
Borrowers, to the effect that this Amendment, and the Second Restated Note have
been duly authorized, executed and delivered by the Borrowers, and such
instruments constitute the legal, valid and binding obligations of the
Borrowers, enforceable against the Borrowers, in accordance with their
respective terms; and
(e) A certificate signed by a duly authorized officer of each Borrower
stating that:
(i) The representations and warranties contained in Section 8 hereof
are correct on and as of the date of such certificate as though made on and
as of such date, and
(ii) No event has occurred and is continuing which constitutes a
Default or Event of Default.
SECTION 6. Representations and Warranties of Borrowers. Each Borrower
represents and warrants as follows:
(a) Such Borrower is duly incorporated, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, has the
corporate power and authority to own its assets and to TransAct the business in
which it is now engaged or proposed to be engaged, and is duly qualified as a
foreign corporation and in good standing under the laws of each other
jurisdiction in which such qualification is required.
(b) The execution, delivery and performance by such Borrower of this
Amendment, the Second Restated Note and the Facility Documents, as amended
hereby, to which it is a party have been duly authorized by all necessary
corporate action and do not and will not: (a) require any consent or approval of
its stockholders; (b) contravene its charter or by-laws; (c) violate any
provision of; or require any filing, registration, consent or approval wider,
any law, rule, regulation (including, without limitation, Regulation U), order,
writ, judgment, injunction, decree, determination or award
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presently in effect having applicability to such Borrower or any of its
Subsidiaries or Affiliates; (d) result in a breach of or constitute a default or
require any consent wider any indenture or loan or credit agreement or any other
agreement, lease or instrument to which such Borrower is a party or by which it
or its properties may be bound or affected; (e) result in, or require, the
creation or imposition of any Lien, upon or with respect to any of the
properties now owned or hereafter acquired by such Borrower; or (f) cause such
Borrower (or any Subsidiary or Affiliate, as the case may be) to be in default
under any such law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or any such indenture, agreement, lease or instrument.
(c) This Amendment, the Second Restated Note and each other Facility
Document, as amended hereby, to which such Borrower is a party is, or when
delivered under this Amendment will be, a legal, valid and binding obligation of
such Borrower enforceable against such Borrower in accordance with its terms,
except to the extent that such enforcement may be limited by applicable
bankruptcy, insolvency and other similar laws affecting creditors' rights
generally.
(d) There are no actions, suits or proceedings pending or to the
knowledge of such Borrower, threatened, against or affecting such Borrower or
any of its Subsidiaries before any court, governmental agency or arbitrator,
which may, in any one case or in the aggregate, materially adversely affect the
financial condition, operations, properties or business of such Borrower or any
such Subsidiary or of or the ability of such Borrower to perform its obligation
under this Amendment, Second Restated Amendment or any of the other Facility
Documents, as amended hereby.
(e) The Security Agreement constitutes valid and perfected first
priority Liens in and to the Collateral covered thereby enforceable against all
third parties in all jurisdictions and secure the payment of all obligations of
the Borrowers under the Facility Documents, as amended hereby, including all
obligations of the Borrower under the Second Restated Amendment, and the
execution, delivery and performance of this Amendment do not adversely affect
the aforesaid Liens of such Security Agreement.
SECTION 7. Reference to and Effect on the Facility Documents.
(a) This Amendment and the Second Restated Note shall be deemed
"Facility Documents".
(b) Upon the effectiveness of Sections 1 and 2 hereof, on and after
the date hereof each reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import, and each reference in
the other Facility Documents to the Credit Agreement and Notes, shall mean and
be a reference to the Credit Agreement and Second Restated Note as amended
hereby.
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(c) Except as specifically amended above, the Credit Agreement and the
Second Restated Note, and all other Facility Documents, shall remain in full
force and effect and are hereby ratified and confirmed without limiting the
generality of the foregoing, the Pledge Agreement and all of the Pledged
Collateral described therein, the Security Agreement and all of the Collateral
described therein, and the Cash Bases Pledge Agreement and all of the Charged
Property described therein do and shall continue to secure the payment of all
Obligations, in each case as amended hereby.
(d) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Bank under any of the Facility Documents, nor constitute
a waiver of any provision of any of the Facility Documents.
SECTION 8. Costs, Expenses and Taxes. The Borrowers jointly and severally
agree to pay on demand all costs and expenses of the Bank in connection with the
preparation, execution and delivery of this Amendment, the Second Restated Note
and the other instruments and documents to be delivered hereunder, including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel
for the Bank with respect thereto and with respect to advising the Bank as to
its rights and responsibilities hereunder and thereunder. The Borrowers further
jointly and severally agree to pay on demand all costs and expenses, if any
(including, without limitation, reasonable counsel fees and expenses), in
connection with the enforcement (whether through negotiations, legal proceedings
or otherwise) of this Amendment, the Second Restated Note and the other
instruments and documents to be delivered hereunder, including, without
limitation, reasonable counsel fees and expenses in connection with the
enforcement of rights under this Section 10; In addition, the Borrowers agree to
pay jointly and severally any and all stamp and other taxes payable or
determined to be payable in connection with the execution and delivery of this
Amendment. the Second Restated Note and the other instruments and documents to
be delivered hereunder, and agrees to save the Bank harmless from and against
any and all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes.
SECTION 9. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument.
SECTION 10. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Connecticut.
The parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.
TRIDEX CORPORATION
By /s/ Xxxx X. Xxxxxx
-------------------------------
Xxxx X. Xxxxxx
Title: Chairman and
Chief Executive Officer
ULTIMATE TECHNOLOGY CORPORATION
By /s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxx
Title: Treasurer
CASH BASES INCORPORATED
By /s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxx
Title: Treasurer
FLEET NATIONAL BANK
By /s/ Xxxxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxxxx X. Xxxxxxx
Title: Vice President
Schedule I
Attached to and forming a part of the
Amendment to Pledge Agreement
dated December 15, 1995, by Tridex
Corporation to Fleet Bank, N.A.
Stock Issuer Class of Stock Par Value Number of Percentage of
Stock Certificate Shares Outstanding
No(s) Shares
--------------------------------------------------------------------------------
Ultimate Class A A-8 $0.01 500,000 100%
Technology Common
Corporation
Ultimate Class B B-8 $0.01 497,000 100%
Technology Common
Corporation
Cash Bases Common 1 $0.01 1,000 100%
Incorporated
Exhibit B
Working Capital Note
SECOND AMENDED AND RESTATED PROMISSORY NOTE
$2,000,000 Stamford, Connecticut
August 30, 1996
For value received, TRIDEX CORPORATION, ULTIMATE TECHNOLOGY
CORPORATION and CASH BASES INCORPORATED (each, a "Borrower" and collectively,
the "Borrowers"), hereby promise, jointly and severally, to pay to the order of
FLEET NATIONAL BANK ("the Bank") at the office of the Bank, at 000 Xxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxxx 00000, for the account of the appropriate Lending Office
of the Bank, the principal sum of TWO MILLION DOLLARS ($2,000,000) or, if less,
the amount of Working Capital Loans made by the Bank to the Borrowers pursuant
to the Credit Agreement referred to below, in lawful money of the United States
of America and in immediately available funds, on the date(s) and in the manner
provided in said Credit Agreement. The Borrowers also promise to pay interest on
the unpaid principal balance hereof, for the period such balance is outstanding,
at said principal office for the account of said Lending Office, in like money,
at the rates of interest as provided in the Credit Agreement referred to below,
on the date(s) and in the manner provided in said Credit Agreement.
The date and amount of each Working Capital Loan made by the Bank to
the Borrowers under the Credit Agreement referred to below, and each payment of
principal thereof, shall be recorded by the Bank on its books and, prior to any
transfer of this Note (or, at the discretion of the Bank, at any other time),
endorsed by the Bank on the schedule attached hereto or any continuation
thereof.
This is the Working Capital Note referred to in that certain Amended
and Restated Credit Agreement dated as of December 15, 1995 among the Borrowers
and the Bank (as amended, modified or supplemented from time to time the "Credit
Agreement") and evidences the Working Capital Loans made by the Bank thereunder.
All terms not defined herein shall have the meanings given to them in the Credit
Agreement.
The Credit Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain Events of Default and for prepayments
on the terms and conditions specified therein.
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Each Borrower waives presentment, notice of dishonor, protest and any
other notice or formality with respect to this Note.
This Note shall be governed by, and interpreted and construed in
accordance with, the laws of the State of Connecticut.
This Note amends and restates in its entirety the Amended and Restated
Promissory Note, dated as of March 15, 1996, from the Borrowers to the Bank, in
the original principal amount of Three Million Dollars ($3,000,000) (the "First
Restated Note") Upon the execution and delivery of this Note, this Note shall
replace the First Restated Note and shall immediately evidence all outstanding
indebtedness under the First Restated Note. The Borrowers and the Bank hereby
agree that the indebtedness embodied in and evidenced by this Note is the same
indebtedness embodied in and evidenced by the First Restated Note, and that such
indebtedness is a continuing obligation of the Borrowers to the Bank, and has
been and continues to be fully enforceable, absolute and in existence.
TRIDEX CORPORATION
By /s/ Xxxx X. Xxxxxx
--------------------------------------------
Xxxx X. Xxxxxx
Title: Chairman and Chief Executive Officer
ULTIMATE TECHNOLOGY CORPORATION
By /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxxx
Title: Treasurer
CASH BASES INCORPORATED
By /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxxx
Title: Treasurer
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Amount Amount of Balance Notation
Date of Loan Payment Outstanding By
---- ------- --------- ----------- --------
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SCHEDULE 5.9
to
Amended and Restated Credit Agreement
dated as of December 15,1995
Subsidiaries of Tridex
Ultimate Technology Corporation
Cash Bases Incorporated
TransAct Technologies Incorporated
