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EXHIBIT 4.05
FIRST AMENDMENT
TO
SECURITY AGREEMENT (PERSONAL PROPERTY)
This First Amendment to Security Agreement (this "Amendment") is
made and entered into as of May 27, 1998, by and between CHASE BANK OF TEXAS,
N.A., a national banking association ("Secured Party"), formerly known as TEXAS
COMMERCE BANK NATIONAL ASSOCIATION, and TIDEL ENGINEERING, INC., a Delaware
corporation ("Debtor"), under the Credit Agreement (including any and all
existing and future amendments thereto, the "Credit Agreement") dated as of June
12, 1997, as amended by that certain Second Amendment to Credit Agreement of
even date herewith, by and among Debtor, Secured Party and Tidel Technologies,
Inc.
R E C I T A L S:
A. On June 12, 1997, Secured Party and Debtor entered into that
certain Security Agreement (as further amended, restated and supplemented from
time to time, the "Security Agreement") pursuant to which Debtor granted to
Secured Party a security interest in the Collateral as described therein.
B. Debtor has requested Secured Party to modify the Security
Agreement so as to include within the definition of "Secured Indebtedness"
certain obligations of Tidel Technologies, Inc., formerly known as American
Medical Technologies, Inc., d/b/a AMT Industries, Inc., the parent of Debtor,
which are evidenced by a Term Note in the original principal amount of
$640,000.00.
C. Secured Party, at the request of Debtor, for good and valuable
consideration, is willing to enter into this Amendment 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, Debtor and Secured Party 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 Security Agreement.
2. Secured Indebtedness. Section 2.1 of the Security Agreement is
hereby amended by adding the following paragraph (c):
(c) The obligations of Debtor and Tidel Technologies, Inc. under that
certain $640,000.00 Term Note, dated May 27, 1998, executed by
Debtor and Tidel
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Technologies, Inc. and payable to Secured Party, and any
renewals, extensions, rearrangements and modifications thereof.
3. Costs and Expenses. Debtor agrees to reimburse Secured Party for
Secured Party's costs and expenses, including, but not limited to, attorneys'
fees and legal expenses, incurred by Secured Party in connection with the
preparation of this Amendment and in connection with the negotiation and
consummation of the transaction contemplated hereby.
4. The Security Agreement. All references to the Security Agreement
in the Loan Documents shall be deemed to be the Security Agreement, as modified
hereby. Debtor expressly promises to perform all of its obligations under the
Security Agreement and other Loan Documents, as modified.
5. Full Force and Effect. Except as expressly modified and amended
in this Amendment, all of the terms, provisions and conditions of the Security
Agreement are and shall remain in full force and effect and are incorporated
herein by reference.
6. 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.
7. No Oral Agreements. THIS AMENDMENT, THE CREDIT AGREEMENT 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 Amendment as of the
day and year first above written.
SECURED PARTY:
CHASE BANK OF TEXAS, N.A.,
a national banking association
By: /s/ XXXXXX XXXXXXXX
Xxxxxx Xxxxxxxx, Vice President
DEBTOR:
TIDEL ENGINEERING, INC.,
a Delaware corporation
By: /s/ XXXXX X. XXXX
Xxxxx X. Xxxx, Chairman of the Board
