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EXHIBIT 4.06
FIRST AMENDMENT
TO
PLEDGE AND SECURITY AGREEMENT
This First Amendment to Pledge and Security Agreement (this
"Amendment") is executed as of the 27th day of May, 1998, by TIDEL TECHNOLOGIES,
INC. ("Pledgor"), formerly known as American Medical Technologies, Inc., d/b/a
AMT Industries, Inc., and CHASE BANK OF TEXAS, N.A., a national banking
association ("Pledgee"), formerly known as Texas Commerce Bank National
Association.
R E C I T A L S:
A. Tidel Engineering, Inc., a Delaware corporation ("TEI"), and
Pledgee entered into that certain Credit Agreement dated as of June 12, 1997, as
amended by that First Amendment to Credit Agreement dated as of February 23,
1998 (as amended, modified or supplemented from time to time, the "Credit
Agreement"), pursuant to which Pledgee agreed to make available to TEI a credit
facility subject to the terms and conditions contained therein.
B. On June 12, 1997, Pledgee and Pledgor entered into that certain
Pledge and Security Agreement (as further amended, restated and supplemented
from time to time, the "Pledge Agreement") pursuant to which Pledgor granted to
Pledgee a security interest in the Initial Pledged Stock, as described therein.
C. Pledgor is the legal, record and beneficial owner of 680,818
shares of the issued and outstanding common stock of 3CI Complete Compliance
Corporation, evidenced by common stock certificates registered in the name of
Pledgor, copies of which certificates are attached hereto as SCHEDULE 1 (the
"3CI Stock").
D. TEI has requested Pledgee to modify the Pledge Agreement so as to
grant a security interest to Pledgee in the 3CI Stock.
E. It is a condition precedent to the obligations of Pledgee under
the Credit Agreement, as amended by that certain Second Amendment to Credit
Agreement (the "Second Amendment") dated of even date herewith by and among
Pledgor, TEI and Pledgee, that Pledgor shall have executed and delivered this
Amendment to Pledgee.
F. Pledgor, by virtue of its ownership of the 3CI Stock, deems it to
be in its best interest, based on sound judgment, in that valuable benefits will
be derived by the Pledgor by virtue of the Second Amendment, to execute and
deliver to Pledgee this Amendment.
G. In consideration of these premises and in order to induce Pledgee
to extend the credit pursuant to the Credit Agreement, as amended by the certain
Second Amendment, and for other
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good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Pledgor and Pledgee hereby agree as follows:
AGREEMENTS:
1. Defined Terms. Capitalized terms used but not otherwise defined
herein shall have the meanings given to them in the Pledge Agreement.
2. Collateral. Pledgor and Pledgee agree and acknowledge that the
3CI Stock is property that Pledgor has pledged, and hereby does pledge, to
Pledgee under the terms and conditions of the Pledge Agreement, and that the 3CI
Stock, together with all income therefrom and proceeds thereof, shall be
"Collateral", as such term is defined in the Pledge Agreement.
3. Costs and Expenses. TEI agrees to reimburse Pledgee for Pledgee's
costs and expenses, including, but not limited to, attorneys' fees and legal
expenses, incurred by Pledgee in connection with the preparation of this
Amendment and in connection with the negotiation and consummation of the
transaction contemplated hereby.
4. Full Force and Effect. Except as expressly modified and amended
in this Amendment, all of the terms, provisions and conditions of the Pledge
Agreement are and shall remain in full force and effect and are incorporated
herein by reference.
5. Counterparts. 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.
6. No Oral Agreements. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS
EMBODY THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER HEREOF.
THIS WRITTEN AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.
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IN WITNESS WHEREOF, the parties have executed this First Amendment to
Pledge and Security Agreement as of the day and year first above written.
PLEDGEE:
CHASE BANK OF TEXAS, N.A.,
a national banking association
By: /s/ XXXXXX XXXXXXXX
Xxxxxx Xxxxxxxx, Vice President
PLEDGOR:
TIDEL TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ XXXXX X. XXXX
Xxxxx X. Xxxx, Chairman of the Board
Schedule:
1 - Copies of 3CI Stock Certificates
