EXHIBIT 99.1
FIRST AMENDMENT TO
RESTATED LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO RESTATED LOAN AND SECURITY AGREEMENT ("First
Amendment") is entered into this 26th day of February, 2008, 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"); Excel/Meridian Data, Inc.
("EMD"), an Arizona corporation ("Borrower 2"); Alanco/TSI Prism, Inc. ("TSI"),
an Arizona corporation ("Borrower 3"); StarTrak Systems, LLC, a Delaware limited
liability company ("Borrower 4"); and Xxx Xxx, Inc., a Nevada corporation
("Borrower 5"). Borrower 1, Borrower 2, Borrower 3, Borrower 4, and Borrower 5
jointly and severally, individually and collectively, the "Borrower".
RECITALS:
The parties entered into that Amended and Restated Loan and Security
Agreement, dated December 21, 2007, pursuant to which Lender agreed to provide
certain funds to Borrower upon the terms and conditions set forth therein (the
"Agreement"). The parties wish to modify the Agreement 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 following subparagraph of Section 1 of the Agreement
corresponding to the subparagraph number set forth below shall be amended by
substituting the definition set forth below for the corresponding term
identified:
1.16 "Maturity Date" shall mean July 1, 2010.
2. Section 6B.1 of the Agreement shall be amended to read as follows:
6B.1 At any time prior to the full repayment of the Credit, Lender
shall have the right and option to convert up to $500,000 of the
outstanding Credit into shares of Class A Common Stock of the ATI at
the conversion rate of $1.25 of the Credit to be converted for each
share of Class A Common Stock, without the payment of any additional
consideration, subject to readjustment as provided herein below. All
principal payments hereafter made with respect to the Loan shall be
deemed to be applied in respect of the non-convertible portion of the
Loan until the non-convertible portion has been paid in full, and then
to the convertible portion. Anything contained in this Agreement to the
contrary notwithstanding, the Borrower shall be required to give the
Lender thirty (30) days' notice prior to any prepayment of any
convertible portion of the Loan, and the Lender shall retain the right
to elect to convert all or any portion of such convertible principal
prior to the date fixed by the Borrower for prepayment.
3. Borrower agrees that (a) except as expressly provided herein to the contrary,
this First 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 First
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 First Amendment.
4. This First Amendment shall bind and inure to the benefit of the respective
successors and assigns of each of the parties. This First 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 First Amendment to be
executed to be effective as of the date first above written.
BORROWERS:
"Borrower l":
Alanco Technologies, Inc., an Arizona Corporation
By: ____________________________________
Xxxx X. Xxxxxxx, Chief Financial Officer
"Borrower 2":
Excel/Meridian Data, an Arizona corporation
By: ____________________________________
Xxxx X. Xxxxxxx, Chief Financial Officer
"Borrower 3":
Alanco/TSI Prism, Inc., an Arizona corporation
By: ____________________________________
Xxxx X. Xxxxxxx, Chief Financial Officer
"Borrower 4":
StarTrak Systems, LLC
a Delaware limited liability company
By: ____________________________________
Xxxx X. Xxxxxxx, Manager
"Borrower 5":
Xxx Xxx, Inc.
a Nevada corporation
By: ____________________________________
Xxxx X. Xxxxxxx, Chief Financial Officer
LENDER:
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XXXXXX X. XXXXXXXX
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XXXXXXX X. XXXXXXXX
Trustees of the Xxxxxxxx Family Trust, UTA
dated December 20, 1993
