Exhibit 4.1
Massachusetts Mutual Life Insurance Company
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
November 12, 1998
Tridex Corporation
Progressive Software, Inc., as successor to Tridex NC, Inc.
Ultimate Technology Corporation
00 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx
Chief Financial Officer & Treasurer of Tridex NC, Inc.
REF: Securities Purchase Agreement dated April 17, 1998 ("Purchase Agreement")
Gentlemen:
Terms used in this letter of waiver and limited amendment shall have the same
meanings assigned to them in the Purchase Agreement unless otherwise specified.
Pursuant to the request of the Issuers, the undersigned hereby consents and
agrees to the following:
(i) to waive compliance with the provisions of Section 13.6(b) of the
Purchase Agreement for the fiscal quarter ending September 30, 1998
and to further waive compliance with such Section 13.6(b) for the
fiscal quarters ending December 31, 1998 and March 31, 1999 subject
to the condition that the Fixed Charges Coverage Ratio for the
fiscal quarter ending December 31, 1998 shall be not less than 1.00
to 1.00 and for the quarter ending March 31, 1999 shall be not less
than 1.40 to 1.00; and
(ii) to waive compliance with the provisions of Section 13.6(c) of the
Purchase Agreement for the fiscal quarter ending September 30, 1998
and further to waive compliance with Section 13.6(c) for the fiscal
quarters ending December 31, 1998 and March 31, 1999 subject to the
condition that the Leverage Ratio for the fiscal quarter ending
December 31, 1998 shall not exceed 15.00 to 1.00 and that the
Leverage Ratio for the fiscal quarter ending March 31, 1999 shall
not exceed 7.00 to 1.00.
In consideration for the granting of the foregoing waivers and limited
amendments, the Issuers agree to pay to the holders of the $11,000,000 of Senior
Subordinated Notes due April 17, 2005 an aggregate fee of $39,600 to be paid on
a pro rata basis. This letter of waiver and limited amendment shall become
effective upon the payment of the fee set forth in the preceding sentence and
the execution of similar letters by each of the holders of the Senior
Subordinated Notes due April 17, 2005 and by each of Tridex Corporation,
Progressive Software, Inc. as successor to Tridex NC, Inc., and Ultimate
Technology Corporation.
Except as set forth above, all terms of the Purchase Agreement shall remain in
full force and effect.
Very truly yours,
Massachusetts Mutual Life Insurance Company
By: _________________________________
Xxxx X. Xxxxx
Managing Director
Accepted and Agreed To:
Tridex Corporation
By: _______________________________
Name: _______________________________
Date: _______________________________
Progressive Software, Inc.
By: _______________________________
Name: _______________________________
Date: _______________________________
Ultimate Technology Corporation
By: _______________________________
Name: _______________________________
Date: _______________________________
