SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement (this "Amendment") is made
and entered into as of September 8, 2000, by and among THE CHASE MANHATTAN BANK,
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").
R E C I T A L S:
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.
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 investment in and/or a loan and other financial
accommodations to JRA 222, Inc. (d/b/a Credit Card
Center), a Delaware corporation, by Ultimate Parent, in
the amount of $11,000,000, which will be evidenced by a
Term Loan and Security Agreement (the "Credit Card Center
Loan Agreement"), between JRA 222, Inc. d/b/a Credit Card
Center, as borrower, and Ultimate Parent, as lender, and
various other documents executed in connection therewith
or as security therefor and other related transactions
(the "Credit Card Center Loan Documents"); and
(2) the issuance by Ultimate Parent of 6% convertible
subordinated debentures (the "Convertible Subordinated
Debentures") in the aggregate amount of $15,000,000,
which will be issued to Montrose Investments Ltd., and
other related transactions which are contemplated in the
convertible Debenture Purchase Agreement dated as of
September 8, 2000, between Ultimate Parent and Montrose
Investments Ltd.
D. Borrower and Ultimate Parent also have requested that Lender
modify various financial covenants set forth in the Credit Agreement pertaining
to the following:
(1) revising the Tangible Net Worth covenant; and
(2) adding a covenant regarding a Cash Flow Leverage Ratio.
E. 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 (1) the issuance of the Convertible Subordinated Debentures by
Ultimate Parent and the transactions related thereto, and the performance of the
obligations and agreements of Ultimate Parent thereunder, and (2) the Credit
Card Center Transaction, and the performance of the obligations and agreements
of Ultimate Parent thereunder, all upon the terms and conditions set forth
below.
A G R E E M E N T:
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:
1. Defined Terms. Capitalized terms used but not otherwise defined
herein shall have the meanings given to them in the Credit Agreement.
2. Additional Definitions. Section 1.1 of the Credit Agreement is
hereby amended to add the following definitions:
Cash Flow Leverage Ratio shall mean as of any date that the Cash
Flow Leverage Ratio is calculated, the ratio of (a) the Total Debt
to (b) EBITDA of the Borrower for the four (4) most recent
consecutive fiscal quarters of the Borrower ending on or
immediately prior to the date of determination of the Cash Flow
Leverage Ratio.
Convertible Subordinated Debenture shall mean the Tidel
Technologies, Inc. 6% Convertible Debenture Due September 8, 2004,
issued by Ultimate Parent in the aggregate principal amount of
Fifteen Million Dollars ($15,000,000).
Convertible Subordinated Debenture Documents shall mean the
Convertible Subordinated Debenture and that certain Convertible
Debenture Purchase Agreement dated September 8, 2000, between
Montrose Investments Ltd. and other investor party(ies) thereto, as
purchasers, and Ultimate Parent, as issuer, and all documents
executed in connection with the foregoing, which evidence the
issuance of the Convertible Subordinated Debentures in the
aggregate amount of Fifteen Million Dollars ($15,000,000) and
related transactions.
Credit Card Center Loan Documents shall mean that certain Term
Loan and Security Agreement to be entered into between JRA 222,
Inc. d/b/a Credit Card Center, as borrower, and Ultimate Parent, as
lender, and all documents executed in connection therewith or as
security therefor, which evidence a term loan and other financial
accommodations in the principal amount of Twelve Million Dollars
($12,000,000) and other related documents evidencing ancillary
transactions and other investments in JRA
222, Inc. d/b/a Credit Card Center.
Subordination Agreement shall mean a Subordination Agreement
executed by each holder of a Convertible Subordinated Debenture,
Borrower and Ultimate Parent, in favor of Lender, pursuant to which
the holder of a Convertible Subordinated Debenture agrees, among
other things, to subordinate its rights of payment under the
Convertible Subordinated Debenture to Lender's rights of payment of
the Obligations, in form and substance satisfactory to Lender.
Total Debt shall mean the sum of the following:
(a) the Obligations; and
(b) the Indebtedness of Ultimate Parent under the Convertible
Subordinated Debenture.
3. Eligible Receivables. Clause (c) of the definition of "Eligible
Receivables" in Section 1.1 of the Credit Agreement is hereby amended to read in
its entirety as follows:
(c) The payments due on twenty percent (20%) or more of all
Receivables of the applicable account debtor are less
than 90 days past the date of invoice;
4. Indebtedness. Schedule 6.16 to the Credit Agreement is hereby
amended and supplemented to add the following:
(c) 6% Convertible Debentures due September 8, 2004, in the
aggregate principal amount of $15,000,000, issued
pursuant to the Convertible Debenture Purchase Agreement
between Ultimate Parent, as issuer, and the purchaser
party thereto.
5. Permitted Indebtedness. Section 8.1 of the Credit Agreement is
hereby amended by inserting the following clause immediately following clause
(h):
(i) Indebtedness under the Convertible Subordinated Debenture
Documents;
6. Permitted Investments. Section 8.7 of the Credit Agreement is
hereby amended by inserting the following clause immediately following clause
(b):
(c) Investment in JRA 222, Inc. pursuant to the Credit Card
Center Loan Documents.
7. Additional Covenants. Article 8 of the Credit Agreement is hereby
amended by adding the following Sections, pursuant to which the Borrower
covenants and agrees with the Lender that prior to the termination of the Credit
Agreement, the Borrower will not, and will not suffer or permit any of its
Subsidiaries, if any, to, do any of the following:
8.12 Cash Flow Leverage. Permit the Cash Flow Leverage
Ratio to be more than 2.00 to 1.00. The Cash Flow Leverage Ratio
will be measured as of the last day of each fiscal quarter of
Borrower for the period consisting of the fiscal quarter then ended
and the immediately preceding three (3) fiscal quarters.
8.20 Cash Payments on Convertible Subordinated
Debenture. Permit Ultimate Parent to make payment in cash of any
Indebtedness under the Convertible Subordinated Debenture, without
Lender's prior written consent; provided, however, Ultimate Parent
may make regularly scheduled payments in cash of interest, so long
as no default or Event of Default has occurred and is continuing.
Notwithstanding the foregoing, Ultimate Parent may make payments of
principal, accrued interest, and other fees, penalties, liquidated
damages, and premiums, or other amounts owing thereunder (including
without limitation those payments in Common Stock provided for in
Section 2(c) of the Registration Rights Agreement entered into as of
September 8, 2000 between Debtor and the Purchasers party thereto,
and in Section 7 of the Convertible Subordinated Debenture), as and
when such payments are due on the Subordinated Note, but only in
shares of Common Stock (as such term is defined in the Subordinated
Note) and not in cash, or add such amounts to the principal amount
due under the Convertible Subordinated Debenture. Further, Ultimate
Parent may pay the fee payable to Value Investment Partners, Inc.
pursuant to the letter agreement dated August 8, 2000.
8.21 Convertible Subordinated Debenture and Credit Card
Center Loan Documents. Permit Ultimate Parent to make any
modification or amendment to the Credit Card Center Loan Documents
or the Convertible Subordinate Debenture without Lender's prior
written consent.
8. Tangible Net Worth. Section 8.12 of the Credit Agreement is
hereby amended to read in its entirety as follows:
8.12 Tangible Net Worth. Permit the Tangible Net Worth
of the Borrower (expressly excluding Ultimate Parent, its
Subsidiaries and Borrower's Subsidiaries), as determined at any time
and from time to time, to be less than the sum of the following:
(i) $14,000,000.00; plus
(ii) the amount, which shall be added to clause (i)
above as of the end of each calendar month, on a
cumulative basis, beginning with the calendar
month beginning October 1, 1998 and continuing
each calendar month thereafter through the term
of this Agreement, that is equal to the
sequential monthly calculations of fifty percent
(50%) of the positive (but not the negative) net
income of the Borrower for each calendar month,
beginning on and after October 1, 1998 (it being
acknowledged that such calculations for calendar
months prior to April 1, 1999 shall be made with
respect to Tidel Engineering, Inc., the
predecessor-in-interest to the Borrower); plus
(iii) the amount of all capital contributions to
Borrower on or after October 1, 1998 (it being
acknowledged that such calculations for calendar
months prior to April 1, 1999 shall be made with
respect to Tidel Engineering, Inc., the
predecessor-in-interest to the Borrower, and
shall be made with respect to the amount of
consideration received in exchange for equity
interests issued by Tidel Engineering, Inc.
during the applicable period of time).
9. Additional Events of Default. Section 9.1 of the Credit
Agreement is hereby amended by re-lettering clauses (n), (o), and (p) as clauses
(p), (q), and (r), respectively, and by inserting the following clause
immediately following clause (m):
(n) the occurrence of an "Event of Default", as such term is
defined in the Convertible Subordinated Debenture.
Upon execution and delivery of the Credit Card Center Loan Agreement, Section
9.1 of the Credit Agreement, provided the conditions to closing thereunder have
been satisfied, will be amended, effective without any further action by the
parties, by inserting the following clause immediately following clause (n):
(o) the occurrence of an "Event of Default", as such term is
defined in the Credit Card Center Term Loan and Security
Agreement.
10. Compliance Certificate. Exhibit D to the Credit Agreement, the
form of Compliance Certificate, is hereby deleted in its entirety and replaced
with Exhibit D attached hereto.
11. 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.
12. Amendment and Consent Fee. In consideration of the Lender
entering into this Amendment and giving its consent to the Debenture and the
Investment, the Borrower agrees to pay to the Lender a commitment fee in an
amount equal to Twenty-Five Thousand Dollars ($25,000) (the "Amendment and
Consent Fee").
13. Consent.
(a) Convertible Subordinated Debentures. Subject to
satisfaction of and compliance with all terms and
conditions precedent set forth in Section 14 below,
Lender consents to the issuance by Ultimate Parent of the
Convertible Subordinated Debentures and related
transactions in accordance with the terms and conditions
of the Convertible Subordinated Debenture Documents and
the performance of Ultimate Parent's obligations and
agreements thereunder.
(b) Credit Card Center Transaction. Subject to satisfaction
of and compliance with all terms and conditions precedent
in Section 15 below, Lender
consents to the Credit Card Center Transaction by
Ultimate Parent in accordance with the terms and
conditions of the Credit Card Center Documents and the
performance of Ultimate Parent's obligations and
agreements thereunder.
14. 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 a Subordination Agreement, in
form and substance satisfactory to Lender, duly executed
by each holder of the Convertible Subordinated Debenture;
(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 hereby, as of the date hereof,
unless such Event of Default has been specifically waived
in writing by Lender;
(4) Lender shall have received executed copies of the
Convertible Subordinated Debenture and all other
documents executed in connection therewith (including
without limitation, the Purchase Agreement, and the
Registration Rights Agreement, as such terms are defined
in the Convertible Subordinated Debenture), certified by
Borrower as being true and complete; and
(5) Lender shall have received the Amendment and Consent Fee.
15. Conditions Precedent to the Consent to the Credit Card Center
Transaction. The effectiveness of the consent to the Credit Card Center
Transaction is subject to the satisfaction of the following conditions
precedent, unless specifically waived in writing by Lender:
(1) The representations and warranties contained herein and
in all Loan Documents, as amended hereby, shall be true
and correct in all materials respects as of the date
hereof as if made on the date hereof;
(2) No Event of Default by Borrower or Ultimate Parent under
the Loan Documents, as amended hereby, as amended hereby,
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 hereby, as of the date hereof, unless such
Event of Default has been specifically waived in writing
by Lender;
(3) Lender shall have received copies of the executed Credit
Card Center Loan Documents, certified by Borrower as
being true and complete; and
(4) Lender shall have received a collateral assignment of the
Credit Card Center Loan Documents, in form and substance
satisfactory to Lender, together with any and all other
documents necessary or appropriate to effect Lender's
security interest therein.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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.]
IN WITNESS WHEREOF, the parties have executed this Second 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:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President
BORROWER:
TIDEL ENGINEERING, L.P.,
a Delaware limited partnership
By: Tidel Cash Systems, Inc., its sole
general partner
By:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
President and Chief
Executive Officer
ULTIMATE PARENT:
TIDEL TECHNOLOGIES, INC.,
a Delaware corporation
By:
▇▇▇▇▇ ▇. ▇▇▇▇, Chief Executive Officer
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:
▇▇▇▇▇ ▇. ▇▇▇▇,
Chief Executive Officer
TIDEL SERVICES, INC.,
a Delaware corporation
By:___________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
TIDEL CASH SYSTEMS, INC.,
a Delaware corporation
By:__________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
EXHIBIT D
COMPLIANCE CERTIFICATE
Date: _______________
Chase Bank of Texas, N.A.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Re: Financial Statements Required under Credit Agreement
(as the same may have been amended, modified and restated from
time to time, the "Credit Agreement") dated as of April 1,
1999, by and between Tidel Engineering, L.P., Tidel
Technologies, Inc. and Chase Bank of Texas, N.A., ("Lender")
Gentlemen:
Capitalized words and phrases used herein and not defined herein in
the Credit Agreement are used herein with the same meanings as are assigned to
them in the Credit Agreement.
The undersigned hereby certifies, warrants and represents to the
addressee named above that to the best knowledge of the undersigned:
(1) He or she is a duly appointed and acting Responsible Officer
of the General Partner of the Borrower;
(2) The attached financial statements dated as of _______________
were prepared in conformity with GAAP consistently applied,
subject only to normal and customary adjustments, and present
fairly the financial position of [the Ultimate Parent], the
Borrower and its Subsidiaries, on a Consolidated [and
consolidating basis], as of the date there of and the results
of [its] [their] operations for the period covered thereby.
(3) The following constitute true, correct and complete financial
calculations for the Borrower and, as applicable, its
Subsidiaries on a Consolidated basis, as of the end of the
period(s) indicated:
(a) INTEREST COVERAGE RATIO (for the four (4) immediately
preceding fiscal quarters ending on or immediately prior
to today's date):
(i) EBITDA:
$__________
(ii) Capital Expenditures:
$__________
(iii) [Line (i) less Line (ii)]:
$__________
(iv) Cash Interest Expense:
$__________
(v) Actual Interest Coverage Ratio
[ratio of (iii) to (iv)]:
_____ to 1:00
(vi) Required Interest Coverage Ratio:
3:00 to 1:00
(b) TANGIBLE NET WORTH
(for the calendar month ending on or
immediately prior to today's date)
(i) minimum required Tangible Net Worth of Tidel
Engineering, L.P. as of October 1, 1998:
$14,000,000
(ii) the amount on a cumulative
basis, beginning with the
calendar month beginning
October 1, 1998 and continuing
each calendar month thereafter
through the term of this
Agreement, that is equal to
the sequential monthly
calculations of fifty percent
(50%) of the positive (but not
the negative) net income of
the Borrower for each calendar
month beginning on and after
October 1, 1998 (it being
acknowledged that such
calculations for calendar
months prior to April 1, 1999
shall be made with respect to
Tidel Engineering, Inc., the
predecessor-in-interest to the
Borrower):
$----------
(iii) the amount of all capital
contributions to Borrower on
or after October 1, 1998 (it
being acknowledged that such
calculations for calendar
months prior to April 1, 1999
shall be made with respect to
Tidel Engineering, Inc., the
predecessor-in-interest to the
Borrower, and shall be made
with respect to the amount of
consideration received in
exchange for equity interests
issued by Tidel Engineering,
Inc. during the applicable
period of time):
$----------
(iv) Required Tangible Net Worth
(Sum of Lines (i), (ii) and
(iii)):
$----------
(v) Actual
Tangible Net Worth: $__________
(c) CAPITAL EXPENDITURES (for the
present fiscal year):
(i) Cumulative fiscal year-to-date Capital
Expenditures total:
$__________
(ii) Maximum permitted amount of
Capital Expenditures during any
fiscal year:
$1,300,000
(d) CASH FLOW LEVERAGE RATIO (for
the four (4) immediately preceding fiscal
quarters ending on or immediately prior to
today's date):
(i) Obligations under Credit Agreement
$__________
(ii) Indebtedness under Convertible
Subordinated Debenture
$__________
(iii) Total Debt [Line (i) plus Line (ii)]
$__________
(iv) EBITDA
$__________
(v) Actual Cash Flow Leverage Ratio
[ratio of (iii) to (iv)]
____ to 1:00
(vi) Maximum permitted Ratio
2:00 to 1:00
(4) The undersigned hereby certifies to his or her best
knowledge as follows:
(a) each representation or warranty of the Borrower and
Ultimate Parent contained in the Credit Agreement is true
and correct in all material respects on and as of the date
hereof with the same effect as through such representations
and warranties had been made on and of this date, except
for (i) those representations and warranties which relate
only to the Closing Date or (ii) such changes in the
representations and warranties otherwise permitted by the
terms of the Credit Agreement;
(b) no Event of Default or Default under the Credit Agreement
has occurred and is still continuing (except for any Event
of Default or Default which may have been expressly waived
in writing by the Lender); and
(c) neither Borrower nor Ultimate Parent is in default in the
due performance of any covenant on its part in the Credit
Agreement.
Name:_____________________________________
EXHIBIT H
TO
CREDIT AGREEMENT
ACCOUNTS AND INVENTORY RAW MATERIALS & FINISHED GOODS)
BORROWING BASE CERTIFICATE
Borrowing Base for Tidel Engineering, L.P.
Week Beginning ______ and Ending _____ ("Current Period")
Credit Agreement (the "Agreement") dated April 1, 1999, executed by
Tidel Engineering, L.P. and Tidel Technologies, Inc., and delivered to
Chase Bank of Texas, N.A. (the "Lender")
as amended by
First Amendment
and
Second Amendment
Line
1 Total Accounts as of the end of the last report $
2 Plus: Sales during the Current Period $
3 Less: Collections during Current Period $
4 Plus or Minus: Any debits or credits during Current Period $
5 Total Accounts as of the end of the Current Period
Ineligible Accounts as of the end of the Current Period: $
6 (a) Total invoices more than 90 days from
invoice date for all Accounts $
7 (b) All of the Accounts of the Account Debtor(s)
when 20% of the Accounts of the Account
Debtor(s) are more than 90 days from invoice
date net of the amount included in Line 6(a)
for the Account Debtor(s) $
8 (c) That portion of Accounts of Credit Card Center
in excess of 20% of the total Accounts for the
Current Period (Line 1) $
9 (d) That portion of Accounts of Card Pro, Inc.
Cardtronics in excess of 15% of the total
Accounts for the Current Period (Line 1) $
10 (e) That portion of Accounts of Account Debtor(s)
(other than Credit Card Center and Card Pro,
Inc./Cardtronics) in excess of 10% of the
total Accounts for the Current Period (Line 1) $
11 (d) Progress ▇▇▇▇▇▇▇▇ $
12 (e) ▇▇▇▇ and Holds not properly documented $
13 (f) Inter-company and Affiliate Accounts $
14 (g) Government Accounts $
15 (h) Foreign Accounts (unless secured by a letter
of credit issued by a bank satisfactory to
the Lender) $
16 (i) Accounts subject to any dispute or setoff or
contra account $
17 (j) Cash/COD Accounts $
18 (k) Past Due Credits (added as a positive figure) $
19 (l) Unapplied Cash $
20 (m) Other Ineligible Accounts $
21 Total Ineligible Accounts as of the end of the
Current Period $
(Add Lines 6 through 20) $
22 Total Eligible Accounts as of the end of the
Current Period $
(Line 5-Line 20) $
23 Multiplied By: Accounts Advance Factor 80%
24 Equals: Accounts Receivable Availability $
25 Total Inventory as of the end of the Current Period
26 Gross Raw Materials Inventory
Ineligible Raw Materials Inventory
27 (a) Raw Materials Off-site (Sub-Contracted) $
28 (b) Inventory Reserve Applicable to Raw Materials $
29 Total Ineligible Raw Materials $
30 Total Eligible Raw Materials Inventory $
31 Multiplied by: Advance Rate on Raw Materials 50%
32 Equals: Availability on Raw Materials Inventory $
33 Gross Finished Goods Inventory $
Ineligible Finished Goods Inventory
34 (a) Inventory Reserve Applicable to
Finished Goods $
----
35 (b) MPD Model ATMs $
36 (c) AnyCard II Model ATM's $
37 Total Ineligible Finished Goods $
38 Total Eligible Finished Goods Inventory $
39 Advance Rate on Finished Goods Inventory 50%
40 Equals: Availability on Finished Goods Inventory
(not to exceed 35% of Line 32) $
41 Gross Other Inventory $
Ineligible Other Inventory
42 (a) Work in Process $
43 (b) Demo Units $
44 (c) Non-Current Production $
45 (d) Inventory Reserve Applicable
to Eligible Other Inventory $
46 Total Ineligible Other Inventory $
--
47 Total Eligible Other Inventory $
48 Multiplied by: Advance Rate on Other Inventory 50%
49 Equals: Availability on Other Inventory $
50 Total Gross Inventory Availability
(Line 32 + Line 40 + Line 49) (Not to
exceed $ $2,500,000.00)
$
51 Total Borrowing Base Availability (Not to
exceed $7,000,000.00) as of the End of the Current Period
(Line 24 + Line 50) $
52 Less: Aggregate principal amount outstanding
under the Revolving Note as of the end of the Current
Period $
53 Equals: Amount available for borrowing subject
to the terms of the Agreement, if positive; or $
amount due to Lender, if negative
The term "Accounts" and "Inventory" shall have the respective meanings as set
forth in the Texas Business and Commerce Code in effect as of the date of the
Agreement. Inventory shall be valued at the lesser of: (a) market value and (b)
cost. "Other Ineligible Accounts" shall mean all such Accounts of the Borrower
that are not subject to a first and prior lien in favor of the Lender, those
Accounts that are subject to any Lien not in favor of Lender and those Accounts
of Borrower as shall be deemed from time to time to be, in the sole judgment of
the Lender, ineligible for the purposes of determining the Borrowing Base.
"Other Ineligible Inventory" means that Inventory of Borrower as shall be deemed
from time to time to be in the sole judgment of the Lender, ineligible for
purposes of determining the Borrowing Base. All other terms not defined herein
shall have the respective meanings as in the Agreement.
The undersigned hereby certifies that the above information and computations are
true and correct and not misleading as of the date hereof.
COMPANY NAME: Tidel Engineering, L.P. DATE:
By: Tidel Cash Systems, Inc.,
General Partner
SIGNATURE: By:
NAME:
TITLE:
ADDRESS: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
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