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FOURTH AMENDMENT TO CREDIT AGREEMENT
This Fourth Amendment to Credit Agreement (this "Amendment") is made
and entered into as of November 28, 2000, by and among THE CHASE MANHATTAN BANK,
a New York state banking association, formerly known as CHASE BANK OF TEXAS,
N.A., a national banking association ("Lender"), TIDEL ENGINEERING, L.P.
("Borrower"), a Delaware limited partnership, and TIDEL TECHNOLOGIES, INC., a
Delaware corporation ("Ultimate Parent").
RECITALS:
A. On April 1, 1999, Lender, Borrower, and Ultimate Parent entered into
that certain Credit Agreement (including all amendments thereto, the "Credit
Agreement") pursuant to which Lender agreed to make loans and advances
(collectively the "Loans") to Borrower and Ultimate Parent in accordance with
the terms thereof. Lender, Borrower and Ultimate Parent entered into that
certain First Amendment to Credit Agreement, effective as of September 30, 1999,
that certain Second Amendment to Credit Agreement, effective as of September 8,
2000; and that certain Third Amendment to Credit Agreement, effective as of
September 29, 2000.
B. The Loans are evidenced by that certain Revolving Credit Note of
even date with the Credit Agreement, in the stated principal amount of
$7,000,000.00, and that certain Term Note of even date with the Credit
Agreement, in the stated principal amount of $544,000.00, each bearing interest
and being payable to the order of Lender as therein provided (collectively, the
"Notes"). The Credit Agreement, the Notes and the documents, instruments and
agreements executed in connection therewith are collectively referred to herein
as the "Loan Documents".
C. Borrower and Ultimate Parent have requested Lender to consent to the
following:
(1) an increase in the Revolving Commitment from
$7,000,000 to $10,000,000; and
(2) an extension of the Revolving Loan Maturity Date from
September 30, 2001 to April 30, 2002.
D. Lender, at the request of Borrower and Ultimate Parent, for good and
valuable consideration, is willing to enter into this Amendment and to consent
to the increase in the Revolving Commitment from $7,000,000 to $10,000,000, all
upon the terms and conditions set forth below.
AGREEMENT:
NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Borrower, Ultimate Parent, and Lender hereby
covenant and agree as follows:
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1. Defined Terms. Capitalized terms used but not otherwise defined
herein shall have the meanings given to them in the Credit Agreement.
2. Revolving Commitment. The definition of "Revolving Commitment" in
Section 1.1 of the Credit Agreement is hereby amended to read in its entirety as
follows:
Revolving Commitment shall mean the obligation of the
Lender to make Revolving Loans and incur liability for the
Letter of Credit Exposure Amount in an aggregate principal
amount at any one time outstanding up to, but not exceeding,
$10,000,000 (as the same may be reduced from time to time
pursuant to Section 2.4 hereof).
3. Revolving Loan Maturity Date. The definition of "Revolving Loan
Maturity Date" in Section 1.1 of the Credit Agreement is hereby amended to read
in its entirety as follows:
Revolving Loan Maturity Date shall mean the earlier
of (a) Xxxxx 00, 0000, (x) any date that the Revolving
Commitment is terminated in full by the Borrower pursuant to
Section 2.4 hereof, and (c) any date the Revolving Loan
Maturity Date is accelerated by the Lender pursuant to Section
9.1 hereof.
4. Borrowing Base Certificate. Exhibit H to the Credit Agreement, the
form of Borrowing Base Certificate, is hereby deleted in its entirety and
replaced with Exhibit H attached hereto.
5. Amendment Fee. In consideration of the Lender entering into this
Amendment Borrower agrees to pay to Lender an amendment fee in an amount equal
to Twenty-Five Thousand Dollars ($25,000) (the "Amendment Fee").
6. Conditions Precedent to Consent to Amendment and Consent to
Convertible Subordinated Debenture. The effectiveness of this Amendment and of
Lender's consent to the Convertible Subordinated Debentures is subject to the
satisfaction of the following conditions precedent, unless specifically waived
in writing by Lender:
(1) Lender shall have received an Amended and Restated
Revolving Credit Note, in form and substance
satisfactory to Lender, duly executed by Borrower;
(2) The representations and warranties contained herein
and in all Loan Documents, as amended hereby, shall
be true and correct in all material respects as of
the date hereof as if made on the date hereof;
(3) No Event of Default by Borrower or Ultimate Parent
under the Loan Documents, as amended hereby, as of
the date hereof, shall have occurred and be
continuing and no event or conditions shall have
occurred that with the giving of notice or lapse of
time or both would be an Event of Default by Borrower
or Ultimate Parent under the Loan Documents, as
amended
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hereby, as of the date hereof, unless such Event of
Default has been specifically waived in writing by
Lender;
(4) Lender shall have received evidence reasonably
satisfactory to Lender that the increase in the
Revolving Commitment has been duly approved by
Borrower, Ultimate Parent, and the Other Guarantors;
and
(5) Lender shall have received the Amendment Fee.
7. Costs and Expenses. Borrower agrees to reimburse Lender for Lender's
costs and expenses, including, but not limited to, reasonable attorneys' fees
and legal expenses, incurred by Lender in connection with the preparation of
this Amendment and in connection with the negotiation and consummation of the
transaction contemplated hereby.
8. The Credit Agreement. All references to the Credit Agreement in the
Loan Documents shall be deemed to be the Credit Agreement, as modified hereby.
Borrower expressly promises to perform all of its obligations under the Credit
Agreement and other Loan Documents, as modified by this Amendment.
9. Acknowledgments of Borrower and Ultimate Parent. Borrower and
Ultimate Parent each hereby acknowledge and agree that (a) Lender is not in
default in the performance of its obligations under the Loan Documents; (b)
Borrower and Ultimate Parent have no claims, counterclaims, offsets, credits or
defenses to the Loan Documents and the performance of their respective
obligations thereunder, or if Borrower or Ultimate Parent have any such claims,
counterclaims, offsets, credits or defenses to the Loan Documents or any
transaction related to the Loans and/or the Loan Documents, same are hereby
waived, relinquished and released in consideration of Lender's execution and
delivery of this Amendment; (c) all of the provisions of the Loan Documents,
except as amended hereby, are in full force and effect; and (d) upon the
execution hereof, the Credit Agreement, the Notes, and the other Loan Documents,
as amended herein, are not in default by Borrower or Ultimate Parent.
10. Full Force and Effect. Except as expressly modified and amended in
this Amendment, all of the terms, provisions and conditions of the Credit
Agreement, the Notes, and all other Loan Documents are and shall remain in full
force and effect and are incorporated herein by reference.
11. Counterparts and Facsimile Signatures. This Amendment may be
executed in any number of counterparts and by the 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. Any party to this Amendment may indicate its intention to be
bound by this Amendment by its signature to the signature page hereof and the
delivery of the signature page hereof to the other party or its representatives
by facsimile transmission or telecopy. The delivery of a party's signature page
on the signature page hereof by facsimile transmission or telecopy shall have
the same force and effect as if such party signed and delivered this Amendment
in person.
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12. No Oral Agreements. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS
EMBODY THE ENTIRE AGREEMENT AMONG THE PARTIES AND SUPERSEDES ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER HEREOF.
THIS WRITTEN AMENDMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES.
[This space intentionally left blank. The next page is the signature
page.]
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IN WITNESS WHEREOF, the parties have executed this Fourth Amendment to
Credit Agreement as of the day and year first above written.
LENDER:
THE CHASE MANHATTAN BANK, formerly
known as CHASE BANK OF TEXAS, N.A.,
a New York state banking association
By: /s/ XXXXXX XXXXXXXX
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Xxxxxx Xxxxxxxx, Vice President
BORROWER:
TIDEL ENGINEERING, L.P.,
a Delaware limited partnership
By: Tidel Cash Systems, Inc., its sole
general partner
By: /s/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx,
President and Chief Executive
Officer
ULTIMATE PARENT:
TIDEL TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ XXXXX X. XXXX
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Xxxxx X. Xxxx, Chief Executive Officer
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By its execution below, each of Tidel Technologies, Inc., a Delaware
corporation, Tidel Services Inc., a Delaware corporation, and Tidel Cash
Systems, Inc., a Delaware corporation (each individually, a "Guarantor"),
acknowledges and consents to all of the terms and conditions of this Amendment,
and ratifies and confirms its respective Guaranty to and for the benefit of
Lender. Each Guarantor acknowledges that such Guarantor has no claims,
counterclaims, offsets, credits or defenses to the Loan Documents and the
performance of its obligations thereunder, or if such Guarantor does have any
such claims, counterclaims, offsets, credits or defenses to the Loan Documents
or any transaction related to the Loans and/or the Loan Documents, same are
hereby waived, relinquished and released in consideration of Lender's execution
and delivery of this Amendment. Further, each Guarantor agrees that nothing
contained in this Amendment shall adversely affect any right or remedy of Lender
under its respective Guaranty and that with respect to such Guaranty, all
references in such Guaranty to the "Obligations" shall mean the "Obligations",
as amended by this Amendment; that the execution and delivery of this Amendment
shall in no way change or modify such Guarantor's obligations as Guarantor
pursuant to its Guaranty; and that the execution and delivery of any agreements
by Borrower and Lender in connection with this Amendment shall not constitute a
waiver by Lender of any of Lender's rights against any Guarantor.
TIDEL TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ XXXXX X. XXXX
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Xxxxx X. Xxxx,
Chief Executive Officer
TIDEL SERVICES, INC.,
a Delaware corporation
By: /s/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx, President
TIDEL CASH SYSTEMS, INC.,
a Delaware corporation
By: /s/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx, President
