FIRST AMENDMENT TO SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
Exhibit 4.3
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this
“Amendment”) is executed effective as of October 19, 2009 by and between TYLER
TECHNOLOGIES, INC. a Delaware corporation (“Borrower”) and BANK OF TEXAS, N.A., a national
banking association (“Lender”).
WITNESSETH:
WHEREAS, concurrently herewith, Borrower and Lender are entering into that certain Third
Amended and Restated Credit Agreement dated October 19, 2009 (as heretofore or hereafter amended,
the “Credit Agreement”);
WHEREAS, Borrower and Lender desire to amend that certain Second Amended and Restated Pledge
and Security Agreement dated October 20, 2008 (the “Security Agreement”) by and between
Borrower and Lender.
NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy of which are all
hereby acknowledged, Borrower and Lender hereby covenant and agree as follows:
ARTICLE I — AMENDMENTS
Section 1.1. Definitions.
(a) All references to the term “Credit Agreement” in the Security Agreement shall mean the
Credit Agreement (as defined herein).
(b) All other capitalized terms in the Security Agreement, which are not otherwise defined
shall have the meaning given to such terms in the Credit Agreement.
Section 1.2. Exhibits. Exhibits A and B to the Security Agreement are hereby deleted and
replaced in its entirety by the Exhibits A and B attached hereto.
ARTICLE II — MISCELLANEOUS
Section 2.1. Conditions to Closing. As a condition to the closing of the Amendment,
Borrower shall execute and deliver this Amendment, and execute and deliver such other documents as
may be necessary or as may be required, in the opinion of counsel to Lender, to effect the
transactions contemplated hereby and continue the liens and/or security interests of all other
collateral instruments, as modified by this Amendment.
Section 2.2. Continuing Effect. Except as modified and amended hereby, the Security
Agreement is and shall remain unchanged and hereby is ratified and confirmed and shall be and shall
remain in full force and effect, enforceable in accordance with its terms.
Section 2.3. Payment of Expenses. Borrower agrees to pay to Lender the attorneys’ fees and
expenses of Lender’s counsel and other expenses incurred by Lender in connection with this
Amendment.
FIRST AMENDMENT TO SECOND AMENDED AND | ||
RESTATED PLEDGE AND SECURITY AGREEMENT (Tyler Technologies) | Page 1 |
Section 2.4. Binding Agreement. This Amendment shall be binding upon, and shall inure to
the benefit of, the parties’ respective representatives, successors and assigns.
Section 2.5. Nonwaiver of Events of Default; No Claims. Neither this Amendment nor any
other document executed in connection herewith constitutes or shall be deemed (a) a waiver of, or
consent by Lender to, any Default or Event of Default which may exist or hereafter occur under any
of the Loan Documents, (b) a waiver by Lender of any of Borrower’s obligations under the Loan
Documents, or (c) a waiver by Lender of any rights, offsets, claims, or other causes of action that
Lender may have against Borrower. Borrower’s execution of this Amendment and any other document
executed in connection herewith shall not be deemed to waive any rights or claims Lender may have
under the Loan Documents, as amended hereby.
Section 2.6. Counterparts. This Amendment may be executed in several counterparts, all of
which are identical, each of which shall be deemed an original, and all of which counterparts
together shall constitute one and the same instrument, it being understood and agreed that the
signature pages may be detached from one or more of such counterparts and combined with the
signature pages from any other counterpart in order that one or more fully executed originals may
be assembled.
Section 2.7. Choice of Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, EXCEPT TO THE EXTENT FEDERAL LAWS PREEMPT THE LAWS
OF THE STATE OF TEXAS.
Section 2.8. Entire Agreement. This Amendment, together with the other Loan Documents,
contain the entire agreements between the parties relating to the subject matter hereof and
thereof. This Amendment and the other Loan Documents may be amended, revised, waived, discharged,
released or terminated only by a written instrument or instruments, executed by the party against
which enforcement of the amendment, revision, waiver, discharge, release or termination is
asserted. Any alleged amendment, revision, waiver, discharge, release or termination which is not
so documented shall not be effective as to any party.
THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES RELATED TO THE SUBJECT MATTER HEREIN CONTAINED AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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FIRST AMENDMENT TO SECOND AMENDED AND | ||
RESTATED PLEDGE AND SECURITY AGREEMENT (Tyler Technologies) | Page 2 |
IN WITNESS WHEREOF, this Amendment is executed effective as of the date first written above.
LENDER: BANK OF TEXAS, N.A., a national banking association |
||||
By: | ||||
Xxxx Xxxxxx, Vice President | ||||
BORROWER: TYLER TECHNOLOGIES, INC., a Delaware corporation |
||||
By: | ||||
Xxxxx X. Xxxxxx, | ||||
Executive Vice President and Chief Financial Officer |
||||
FIRST AMENDMENT TO SECOND AMENDED AND | ||
RESTATED PLEDGE AND SECURITY AGREEMENT (Tyler Technologies) | Signature Page |
EXHIBIT “A”
(See Sections 3.3, 3.4, 4.1.7, and 9.1 of the Amended and Restated Pledge and Security Agreement)
Principal Place of Business and Mailing Address:
Tyler Technologies, Inc.
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Treasurer
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Treasurer
Federal Taxpayer Identification Number: 00-0000000
Location of Receivable Records: Same as above
Location of Inventory and Equipment and Fixtures:
A. | Properties Owned by Borrower |
• | 0000 Xxxxxxxxx Xxxx, Xxxxxx, Xxxx 00000 | ||
• | 000 Xxxxx Xxxx Xxx., Xxxxxx, Xxxxx 00000 | ||
• | 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000 | ||
• | Xxx Xxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxx 00000 | ||
• | SE Corner of 53rd & Chicago, Xxxxxxx, Xxxxx 00000 |
B. | Properties Leased by Borrower: |
• | 0000 Xxxxxx Xxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000 | ||
• | 0000 0xx Xxxxxx, Xxxxxxx, Xxxxx 00000 | ||
• | 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxx, Xxxxx 00000 | ||
• | 000 X.X. Xxxxx Xxx, Xxxxxxxx, Xxxxx 00000 | ||
• | 000 Xxxx Xxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000 | ||
• | 00 X. Xxxx, Xxxxxx, Xxxxx 00000 | ||
• | 0000 Xxxx Xxxxxx, Xxxx, Xxxx 00000 | ||
• | 000 Xxxx Xxxxx, Xxxxx 0, Xxx Xxxxx, Xxxxxxxx 00000 | ||
• | 0000 Xxxxxxxxx Xxx. XX, Xxxxxx, Xxxxxxxxxx 00000 | ||
• | 00000 Xxxxxx Xxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000 | ||
• | 0000 X. Xxxxxxxxxx Xx., Xxxxx 000, Xxxxx Xxxxx, Xxxxx Xxxxxx 00000 | ||
• | 0000 Xxxx Xxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx 00000 | ||
• | 000 Xxxx Xxxxxxxx Xxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000 | ||
• | 0000 X. Xxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000 | ||
• | 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxxx | ||
• | 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 | ||
• | 000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx Xxxxxxxx 00000 | ||
• | 0 Xxxxxxx Xxxxxxxx Xxxx., Xxxxx 0, Xxxxxx, Xxx Xxxx 00000 | ||
• | 0000 Xxxxxxx Xxxx. Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000 | ||
• | 000 Xxxxx Xxxx Xxxx, Xxxxx 0, Xx. Xxxxx, Xxxxxxxx 00000 | ||
• | 22500 Illinois Xx. 0, Xxxxxxx, Xxxxxxxx 00000 |
FIRST AMENDMENT TO SECOND AMENDED AND | ||
RESTATED PLEDGE AND SECURITY AGREEMENT (Tyler Technologies) | Exhibit A |
• | 0000 X. 00xx Xx., Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 | ||
• | 000 X.X. Xxxxx 0, Xxxxxxxx, Xxxxx 00000 | ||
• | 000 X. Xxxx 000, Xxxxxxxx, Xxxxx 00000 |
C. | Public Warehouses of other locations pursuant to bailment or consignment arrangements: |
• | none |
FIRST AMENDMENT TO SECOND AMENDED AND | ||
RESTATED PLEDGE AND SECURITY AGREEMENT (Tyler Technologies) | Exhibit A |
EXHIBIT “B”
(See Sections 3.8 of the Amended and Restated Pledge and Security Agreement)
A. | Vehicles subject to certificate of title: none |
Vehicle | VIN | |
1998 Pontiac Bonneville, #4454
|
0X0XX00X0XX000000 | |
2003 Chevrolet Impala #3298
|
0X0XX00X000000000 | |
2008 Ford Taurus, #8035
|
0XXXX00X00X000000 | |
2008 Ford Taurus, #1139
|
0XXXX00X00X000000 | |
2007 Chevrolet P/U Crew Cab #2663
|
0XXXX00X00X000000 | |
1998 Mitsubishi Montero, S#7283
|
JA4LS41POWP027283 | |
1995 Saab 900, S# 6942
|
XX0XX00X0X0000000 | |
2006 Lexus IS 350 #5647
|
XXXXX000000000000 | |
2009 Chevrolet Impala #6955
|
0X0XX00X000000000 | |
2010 Ford Fusion SE #3741
|
0XXXX0XX0XX000000 | |
2009 Toyota Corolla #4835
|
1NXBU4OE9ZO94835 | |
2009 Subaru Impreza Sedan #2754
|
XX0XX00000X000000 | |
2009 Subaru Impreza Sedan #5935
|
XX0XX00000X000000 | |
2008 Honda Civic #6804
|
0XXXX00000X000000 | |
2007 Honda Civic #1588
|
0XXXX00000X000000 |
B. | Other Vehicles: none |
C. | Patents, copyrights, trademarks protected under federal law: |
Trademarks: |
No. 933, 681 | Scales design only, Class 35, Owned by Tyler Technologies, Inc., Registered 5/9/72 | |||
No. 1,402,565 | SEACOR, Owned by Tyler Technologies, Inc., Registered 7/22/86 | |||
No. 1,616,006 | Scales design only, Class 35 and 36, Owned by Tyler Technologies, Inc., Registered 10/2/90 | |||
No. 1,610,740 | CLT, Owned by Tyler Technologies, Inc., Registered 8/21/90 | |||
No. 2,394,873 | T (and design), Owned by Tyler Technologies, Inc., Registered 10/17/2000 |
FIRST AMENDMENT TO SECOND AMENDED AND | ||
RESTATED PLEDGE AND SECURITY AGREEMENT (Tyler Technologies) | Exhibit B |