Exhibit 99.1
FOURTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Fourth Amendment")
is entered into this 29th day of June, 2005, between Xxxxxx X. Xxxxxxxx and
Xxxxxxx X. Xxxxxxxx, Trustees of the Xxxxxxxx Family Trust, UTA dated December
20, 1993 ("Lender") as secured party, and Alanco Technologies, Inc. ("ATI"), an
Arizona corporation ("Borrower 1"); Arraid, Inc. ("Al"), an Arizona corporation
("Borrower 2"); Excel/Meridian Data, Inc. ("EMD"), an Arizona corporation
("Borrower 3"); Alanco/TSI PRISM, Inc. ("TSI"), an Arizona corporation
(formerly, Technology System International, Inc. and TSI Acquisition
Corporation, ("Borrower 6"); and Xxx Xxx, Inc., a Nevada corporation ("Borrower
7"). Borrower 1, Borrower 2, Borrower 3, Borrower 6, and Borrower 7, jointly and
severally, individually and collectively, the "Borrower". (Borrowers 5 and 6
were corporate subsidiaries of ATI that are no longer in operation.)
RECITALS:
The parties entered into that Loan and Security Agreement, dated June 19,
2002, pursuant to which Lender agreed to provide certain funds to Borrower upon
the terms and conditions set forth therein (the "Agreement"). The parties
amended the Agreement pursuant to the Amendment to Loan and Security Agreement,
dated April 15, 2003 (the "First Amendment"), the Second Amendment to Loan and
Security Agreement, dated November 1, 2003 (the "Second Amendment"), and the
Third Amendment to Loan and Security Agreement, dated March 22, 2005 (the "Third
Amendment") and now wish to modify the Agreement, as previously amended in
certain respects as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
1. Definitions. The subparagraphs of Section 1 of the Agreement corresponding
to the subparagraph numbers set forth below shall be amended by substituting the
definitions set forth below for the corresponding terms identified:
1.9 "Credit Limit" shall mean One Million Five Hundred Thousand
Dollars ($1,500,000.00).
2. The last sentence of Section 2.1 of the Agreement shall be amended to read
as follows:
Notwithstanding anything to the contrary herein, the amount drawn under
this Agreement by Borrower shall not be less than the sum of $1,000,000
at any time during the term of this Agreement without Lender's written
consent.
3. The first paragraph of Section 2.2 of the Agreement shall be amended to
read as follows:
Except as provided below, the Credits shall bear interest, on the Daily
Balance owing, at a fluctuating rate of interest equal to the Base Rate
plus two (2%) percentage points per annum.
4. Borrower agrees that (a) except as expressly provided herein to the contrary,
this Fourth Amendment shall not modify the Agreement as previously amended, (b)
all of the collateral described in the Agreement shall remain in all respects
subject to the lien or charge of the security interest set forth in the
Agreement, and (c) nothing contained herein and nothing done pursuant hereto,
shall effect or be construed as affecting the lien or charge of said security
interest, or the priority thereof over other liens or charges, or as releasing
or affecting the liability of any party or parties who may now or hereafter be
liable under or on account of the Agreement. The provisions of this Fourth
Amendment are modifications only and except as provided herein all of the terms
and conditions of the Agreement as previously amended remain in full force and
effect and the parties hereto ratify and confirm the security, priority and
enforceability of the Agreement, as expressly modified by this Fourth Amendment.
5. This Fourth Amendment shall bind and inure to the benefit of the respective
successors and assigns of each of the parties. This Fourth Amendment may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be
executed as of the date first above written.
BORROWERS:
"Borrower l":
Alanco Technologies, Inc., an Arizona Corporation
By:/s/ Xxxx X. Xxxxxxx
-----------------------------------------
Xxxx X. Xxxxxxx, Chief Financial Officer
"Borrower 2":
Arraid, Inc., an Arizona corporation
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Xxxx X. Xxxxxxx, Chief Financial Officer
"Borrower 3":
Excel/Meridian Data, an Arizona corporation
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Xxxx X. Xxxxxxx, Chief Financial Officer
"Borrower 6":
Alanco/TSI PRISM, Inc., an Arizona corporation (formerly, Technology System
International, Inc. and TSI Acquisition Corporation)
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Xxxx X. Xxxxxxx, Chief Financial Officer
"Borrower 7":
Xxx Xxx, Inc., a Nevada corporation
By: /s/ Xxxx X Xxxxxxx
-----------------------------------------
Xxxx X. Xxxxxxx, Chief Financial Officer
Borrower Address for Notices:
00000 Xxxxx 00xx Xxx, Xxxxx 0, Xxxxxxxxxx, Xxxxxxx. 00000
LENDER:
/s/ Xxxxxx X. Xxxxxxxx
---------------------------------------
XXXXXX X. XXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
XXXXXXX X. XXXXXXXX
Trustees of the Xxxxxxxx Family Trust, UTA
dated December 20, 1993
Lender Address for Notices:
00000 X. Xxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000
