SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT (this "Agreement"), executed effective
as of the 29th day of September, 2000, is made by ACORN INVESTMENT TRUST on
behalf of its series Acorn Fund ("Subordinated Creditor"), and TIDEL
ENGINEERING, L.P., a Delaware limited partnership ("Borrower"), TIDEL
TECHNOLOGIES, INC., a Delaware corporation ("Parent" or "Debtor"), in favor of
THE CHASE MANHATTAN BANK, a New York state banking corporation, together with
its successors and assigns ("Lender").
W I T N E S S E T H:
WHEREAS, on April 1, 1999, Lender, Borrower, and Parent entered into
that certain Credit Agreement (including any and all presently existing and
hereafter entered into amendments, modifications and restatements thereof, the
"Credit Agreement") pursuant to which Lender agreed to make loans and advances
(collectively the "Loans") to Borrower and Parent in accordance with the terms
thereof;
WHEREAS, 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 (together with each
renewal, extension, modification, rearrangement thereof and replacement and
substitution therefor, collectively, the "Notes");
WHEREAS, Debtor is indebted to Subordinated Creditor and/or may from
time to time become indebted to Subordinated Creditor for other or further
indebtedness, liabilities or obligations. All such indebtedness now owing, and
all other indebtedness, liabilities or obligations of Debtor to Subordinated
Creditor, now or hereafter existing (whether created directly or acquired by
assignment or otherwise; whether evidenced by a note, open account, application
for letter of credit, or otherwise; whether absolute or contingent; whether
joint, several or independent; whether arising by operation of law or
otherwise), including, without limitation, that certain loan from Subordinated
Creditor to Debtor evidenced by that one certain 6% Convertible Debenture, due
September 8, 2004, dated September __, 2000 in the original principal amount of
THREE MILLION AND NO/100THS DOLLARS ($3,000,000) ("Subordinated Note") as same
may be renewed, consolidated, amended, extended, or otherwise modified plus
interest and premiums, if any, thereon and other amounts payable in respect
thereof are hereinafter referred to as the "Subordinated Debt" of Subordinated
Creditor; and
WHEREAS, it is a condition precedent to the making of the Loans to
Borrower and Parent by Lender pursuant to the Notes executed by Parent and
Borrower, as maker or borrower, and the making by Lender of any further
financial accommodation to Borrower and Parent that Subordinated Creditor and
Debtor shall have executed and delivered this Agreement to Lender.
NOW, THEREFORE, in consideration of the premises and in order to
induce Lender to make the Loans, Subordinated Creditor and Debtor hereby agree
as follows:
SECTION 1. Agreement to Subordinate. Subordinated Creditor and
Debtor agree that the payment of the principal of, and interest on, and all
other amounts owing in respect of the Subordinated Debt is and shall be hereby
expressly subordinated, to the extent and in the manner hereinafter set forth,
to the prior payment in full of all indebtedness, liabilities and obligations of
the Borrower and Debtor under the
Notes or any other document or instrument evidencing, securing, guaranteeing or
in any way pertaining to the Loans (collectively the "Loan Documents"), and all
other indebtedness owing by Borrower and/or Parent to Lender howsoever evidenced
(such documents evidencing, securing, guaranteeing, or pertaining to such other
indebtedness are also included within the definition of the "Loan Documents"),
whether now or hereafter existing, whether for principal, interest (including
without limitation interest accruing after the commencement of any proceeding
referred to in Section 3), or whether fees, expenses or otherwise (all such
obligations being the "Senior Indebtedness").
SECTION 2. A. No Payment on the Subordinated Debt.
(i) Unless and until all Senior Indebtedness has been paid in full
and no commitment is in existence to advance or create Senior Indebtedness:
(A) except as provided in 2.B and 2.C, no payment shall
be made by Debtor, directly or indirectly, in respect of the
principal of, or interest or premium on, or otherwise owing in
respect of, the Subordinated Debt, and
(B) except as provided in 2.B and 2.C, Subordinated
Creditor shall not ask, demand, sue for, take any action to enforce,
take or receive, directly or indirectly, in cash or other property
(other than Common Stock), by sale, set-off or in any other manner
whatsoever any moneys which may now or hereafter be owing with
respect to the Subordinated Debt.
Notwithstanding the foregoing, Subordinated Creditor may demand, sue for, take
any action, or commence proceedings to enforce the following so long as
Subordinated Creditor does not breach its agreements in Section 4, below:
(X) Debtor's obligations and agreements in respect of the
Subordinated Debt or under the Subordinated Note and related
documents that are non-monetary in nature, and
(Y) Subordinated Creditor's rights and remedies under the
Subordinated Note and related documents (other than rights and
remedies consisting of the payment of cash to Subordinated
Creditor).
(ii) In the event that, notwithstanding the provisions of the
preceding subsection (i) of this Section 2.A, and except as provided in 2.B and
2.C below, Debtor shall make any payment on account of the principal of, or
interest on, or amounts otherwise owing in respect of, the Subordinated Debt
while Senior Indebtedness has not been paid in full or while a commitment is in
existence to advance or create any Senior Indebtedness, such payment shall be
segregated from other funds and property of Subordinated Creditor and held by
the Subordinated Creditor, in trust for the benefit of, and shall forthwith be
paid over and delivered to, Lender or the holder of Senior Indebtedness (with
any necessary endorsement) for application pro rata to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness or held as collateral in the case of non cash property for the
payment of the Senior Indebtedness.
B. Principal and Interest on Subordinated Debt Prior to Default.
Notwithstanding anything to the contrary contained in 2.A so long as there shall
exist no Event of Default as defined in any of the Loan Documents, Debtor may
from time to time pay or cause to be paid, and Subordinated Creditor may receive
and retain for its own account, regularly scheduled payments of accrued interest
as and when such payments are due on the Subordinated Note. Debtor and
Subordinated Creditor will not change the
schedule of payments as to principal or interest without Lender's prior written
consent. Each of Debtor and Subordinated Creditor shall maintain records with
respect to such payments and upon the happening of any Event of Default, Debtor
shall have no right to make, and Subordinated Creditor shall cease to have the
right to receive and retain, such payments in cash; and any payments in cash
received by Subordinated Creditor shall be held in trust for the benefit of
Senior Creditor in accordance with this Agreement.
C. Payments on Subordinated Debt in Common Stock or Addition to
Principal Amount Due under the Subordinated Note. Whether or not there shall
exist any Event of Default as defined in any of the Loan Documents, Debtor may
make, and Subordinated Creditor may receive and retain for its own account,
payments of principal, accrued interest, penalties, liquidated damages,
premiums, or any other amounts owing under the Subordinated Note and
Registration Rights Agreement entered into as of the date hereof between Debtor
and the purchasers signatory thereto, either in the form of Common Stock (as
such term is defined in the Subordinated Note) or by adding the amount of any
such payments to the principal amount due under the Subordinated Note (but not
in cash), pursuant to Section 2(c) of the Registration Rights Agreement entered
into as of the date hereof between Debtor and the purchasers signatory thereto
and Section 7 of the Subordinated Note.
SECTION 3. In Furtherance of Subordination.
(a) Upon any distribution of all or any of the assets of Debtor
(other than assets constituting Common Stock) (whether in connection with the
dissolution, winding up, liquidation, arrangement, reorganization, adjustment,
protection, relief or composition of Debtor or its debts or whether in any
bankruptcy, insolvency, rearrangement, reorganization, receivership, relief or
similar proceedings or whether upon an assignment for the benefit of creditors
or otherwise) the following provisions shall apply:
(i) Lender or the holder of all Senior Indebtedness shall first be
entitled to receive payment in full of the principal thereof, premium, if any,
and interest (including post-petition interest) due thereon before Subordinated
Creditor or the holder of the Subordinated Debt is entitled to receive any
payment on account of the principal of or interest on or any other amount owing
in respect of the Subordinated Debt;
(ii) any payment, dividend or distribution of assets of Debtor of
any kind or character, whether in cash, property or securities to which
Subordinated Creditor or the holder of the Subordinated Debt would be entitled
except for the provisions of this Agreement, shall be paid by the liquidating
trustee or agent or other person making such payment or distribution, whether a
trustee in bankruptcy, a receiver or liquidating trustee or other trustee or
agent, directly to Lender or the holder of Senior Indebtedness, to the extent
necessary to make payment in full of all Senior Indebtedness remaining unpaid;
(iii) in any such proceeding, Lender or the holder of the Senior
Indebtedness is hereby irrevocably authorized and empowered (in the name of
Subordinated Creditor or otherwise), but shall have no obligation, to demand,
sue for, collect and receive every payment or distribution referred to in
clauses (i) and (ii) of subsection (a) above and given acquittance therefor and
to file claims and proofs of claim and take such other action (including,
without limitation, voting the Subordinated Debt or enforcing any security
interest or other lien securing payment of the Subordinated Debt) as it may deem
necessary or advisable for the exercise or enforcement of any of the rights or
interests of Lender or the
holder of Senior Indebtedness hereunder;
(iv) in any proceeding, Subordinated Creditor shall duly and
promptly take such action to the extent, and only to the extent as Lender may
expressly request:
(A) to collect the Subordinated Debt for the account of Lender
or the holder of Senior Indebtedness and to file appropriate claims or proofs of
claim in respect of the Subordinated Debt;
(B) to execute and deliver to Lender such powers of attorney,
assignments, or other instruments as it may request in order to enable it to
enforce any and all claims with respect to, and any security interests and other
liens securing payment of, the Subordinated Debt; and
(C) to collect and receive any and all payments or
distributions which may be payable or deliverable upon or with respect to the
Subordinated Debt; and
(v) in any such proceeding, Subordinated Creditor shall not have any
right to setoff against the Subordinated Debt any indebtedness owed by
Subordinated Creditor to Debtor (including, without limitation, any right of
setoff under Section 553 of the Bankruptcy Code), and Subordinated Creditor
hereby irrevocably agrees, to the fullest extent permitted by law, that it will
not exercise (and herein waives) any right of setoff.
If the foregoing waivers are adjudicated unenforceable by a court of competent
jurisdiction, then Subordinated Creditor agrees that, in the event that it
exercises any right of setoff in any such proceeding, Subordinated Creditor will
pay directly to Lender or the holder of the Senior Indebtedness remaining unpaid
or unprovided for, an amount equal to the amount of Subordinated Debt which was
so setoff, for application to such Senior Indebtedness until all such Senior
Indebtedness shall have been paid in full;
(b) in the event that, notwithstanding the foregoing provisions of
this Section 3, any payment or distribution of assets of Debtor of any kind or
character, whether in cash, property or securities, shall be received by
Subordinated Creditor on account of principal or interest on Subordinated Debt
before all Senior Indebtedness is paid in full, or effective provision shall
have been made for its payment, such payment or distribution shall be received
and held in trust for and shall be paid over to Lender or the holder of the
Senior Indebtedness remaining unpaid or unprovided for, for application to the
payment of such Senior Indebtedness until all such Senior Indebtedness shall
have been paid in full; and
(c) Lender or the holder of the Senior Indebtedness is hereby
authorized to demand specific performance of this Agreement, whether or not
Debtor shall have complied with any of the provisions hereof applicable to it,
at any time when Subordinated Creditor shall have failed to comply with any of
the provisions of this Agreement applicable to it. Subordinated Creditor hereby
irrevocably waives any defense based on the adequacy of a remedy at law, which
might be asserted as a bar to such remedy of specific performance.
SECTION 4. Subordination of all Liens Subordinated Creditor agrees
that it will not hold any lien or security interest in any real or personal
property as security for the Subordinated Debt unless Lender has given its prior
written consent to the creation thereof. In the event Subordinated Creditor
shall acquire any lien or security interest as security for the Subordinated
Debt, regardless of whether such lien or security interest is permitted or
prohibited by this Agreement or the Loan Documents, Subordinated Creditor will
hold such lien or security interest for the benefit of Lender and shall enforce
such lien or security interest in
accordance with the written instructions of Lender. Any cash or other property
received on account of any lien or security interest securing the Subordinated
Debt shall be delivered to Lender and, in the case of cash, applied to, or, in
the case of other property, held as collateral for, the Senior Indebtedness. To
the extent that any Subordinated Debt is now or hereafter secured by a lien or
security interest (a "Subordinate Lien") against any real or personal property
that is also subject to a lien or security interest securing the Senior
Indebtedness (a "Senior Lien"), Subordinated Creditor agrees that such
Subordinate Lien shall be second, junior and subordinate to such Senior Lien and
such Senior Lien shall be first and prior to such Subordinate Lien. It is
further agreed that the priorities specified in the preceding sentence are
applicable irrespective of the time or order of attachment or perfection of
liens and security interests, or the time or order of filing of liens and
security interests, or the time or order of filing of financing statements, or
the giving or failure to give notice of the acquisition or expected acquisition
of purchase money or other security interests.
SECTION 5. No Commencement of Any Proceeding. Subordinated Creditor
agrees that, so long as any of the Senior Indebtedness shall remain unpaid, it
will not commence, or join with any creditor other than Lender or the holder of
Senior Indebtedness in commencing, any proceeding for any distribution of all or
any of the assets of Debtor (other than assets constituting Common Stock)
(whether in connection with the dissolution, winding up, liquidation,
arrangement, reorganization, adjustment, protection, relief or composition of
Debtor or its debts or whether in any bankruptcy, insolvency, rearrangement,
reorganization, receivership, relief or similar proceedings or whether upon an
assignment for the benefit of creditors or otherwise).
SECTION 6. Rights of Subrogation. Subordinated Creditor agrees that
no payment or distribution to Lender or the holder of Senior Indebtedness
pursuant to the provisions of this Agreement shall entitle Subordinated Creditor
to exercise any rights of subrogation in respect thereof until the Senior
Indebtedness shall have been paid in full.
SECTION 7. Subordination Legend; Further Assurances. Subordinated
Creditor and Debtor will cause each instrument evidencing Subordinated Debt to
be endorsed with the following legend:
"The indebtedness evidenced by this instrument is subordinated to
the prior payment in full of the Senior Indebtedness (as defined in
the Subordination Agreement hereinafter referred to) pursuant to,
and to the extent provided in, the Subordination Agreement effective
as of September 8, 2000, by the maker hereof and payee named herein
in favor of Lender or the holder of Senior Indebtedness referred to
in such Subordination Agreement."
Subordinated Creditor and Debtor each will further mark its books of account in
such a manner as shall be effective to give proper notice of the effect of this
Agreement and will, in the case of any Subordinated Debt which is not evidenced
by any instrument, upon Lender's reasonable request, cause such Subordinated
Debt to be evidenced by an appropriate instrument or instruments endorsed with
the above legend. Subordinated Creditor and Debtor each will, at its expense and
at any time and from time to time, promptly execute and deliver all further
instruments and documents, and take all further actions, that may be necessary
or desirable, or that Lender may reasonably request, in order to protect any
right or interest granted or purported to be granted hereby or to enable Lender
to exercise and enforce its rights and remedies hereunder.
SECTION 8. No Change in or Disposition of Subordinated Debt.
Subordinated Creditor shall not: (a) cancel or otherwise discharge any of the
Subordinated Debt, except by the issuance of Common Stock as
permitted under the Subordinated Debenture, or subordinate any of the
Subordinated Debt to any indebtedness of Debtor other than the Senior
Indebtedness, except as provided otherwise in Section 2, above; or (b) permit
the terms of any of the Subordinated Debt to be changed in such a manner as to
have an adverse effect upon the rights or interests of the Lender under this
Agreement or the Loan Documents.
SECTION 9. Agreement by the Debtor. Debtor agrees that it will not
make any payment of any of the Subordinated Debt, nor take any other action, in
contravention of the provisions of this Agreement. Nothing contained in this
Agreement is intended to or shall impair, as between Debtor, on the one hand,
and its creditors other than the holders of the Senior Indebtedness and the
Subordinated Debt, on the other hand, the obligations of Debtor to pay the
holders of the Subordinated Debt all amounts owing on the Subordinated Debt as
and when the same shall become due and payable in accordance with its terms, or
to affect the relative rights of the holders of Subordinated Debt, on the one
hand, and creditors of the Debtor other than holders of the Senior Indebtedness,
on the other hand.
SECTION 10. Senior Indebtedness Hereunder Not Affected. All rights
and interests of Lender or the holder of Senior Indebtedness hereunder, and all
agreements and obligations of Subordinated Creditor and Debtor under this
Agreement, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of all or any portion of
this Agreement;
(ii) any change in the amount of interest rate accruing on, time,
manner or place of payment of, or in any other term of, all or any of the Senior
Indebtedness, or any other amendment or waiver of any consent to departure from
any of the Loan Documents, including, without limitation, changes in the terms
of disbursement of the Loan proceeds or repayment thereof, modifications,
extensions or renewals of payment dates, changes in interest rate or the
advancement of additional funds by the Lender in its discretion;
(iii) any exchange, release or non-perfection of any collateral or
any release or amendment or waiver of or consent to departure from any guaranty,
for all or any of the Senior Indebtedness; or
(iv) any other circumstance in respect of this Agreement which might
otherwise constitute a defense available to, or a discharge of, Debtor or any
guarantor of or in respect of the Senior Indebtedness or the Subordinated
Creditor.
SECTION 11. Reinstatement. This Agreement shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Senior Indebtedness is rescinded or must otherwise be returned by
Lender upon the insolvency, bankruptcy or reorganization of Debtor or otherwise,
all as though such payment had not been made.
SECTION 12. Waivers. Subordinated Creditor hereby waives promptness,
diligence, notice of acceptance, notice of intention to accelerate, notice of
acceleration and any other notice with respect to any of the Senior Indebtedness
and this Agreement and any requirement that Lender protect, secure, perfect or
insure any security interest or lien or any property subject thereto or exhaust
any right or take any action against Debtor or any other person or entity or any
collateral. Subordinated Creditor waives any right or benefit of any notice of
any action, event or circumstance relating to the Senior Indebtedness, including
but not limited to the incurrence, modification, default, exercise of remedies,
compromise or release of or with respect to Senior Indebtedness.
SECTION 13. Representations and Warranties.
(a) Debtor hereby represents and warrants as follows: (i) the
Subordinated Debt now outstanding (true and complete copies of any instruments
evidencing which having been furnished to the Lender) has been duly authorized
by Debtor, has not been amended or otherwise modified and constitutes the legal,
valid and binding obligation of Debtor enforceable against Debtor in accordance
with its terms; (ii) there exists no default in respect of any such Subordinated
Debt; (iii) Debtor is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation as set forth on
the first page hereof; and Debtor has all requisite corporate power and
authority to execute, deliver and perform this Agreement; and (iv) The
execution, delivery and performance by Debtor of this Agreement have been duly
authorized by all necessary corporate action and do not and will not contravene
its articles, charter or bylaws; and
(b) Subordinated Creditor hereby represents and warrants as follows:
(i) Subordinated Creditor owns the Subordinated Debt now outstanding free and
clear of any lien, security interest, charge or encumbrance or any rights of
others; (ii) The execution, delivery and performance by Subordinated Creditor of
this Agreement do not and will not contravene any law or governmental regulation
or any contractual restriction binding on or affecting Subordinated Creditor or
any of its properties, and do not and will not result in or require the creation
of any lien, security interest or other charge or encumbrance upon or with
respect to any of its properties; (iii) This Agreement is a legal, valid and
binding obligation of Subordinated Creditor, enforceable against Subordinated
Creditor in accordance with its terms except as limited by bankruptcy,
insolvency or other laws of general application relating to the enforcement of
creditors' rights and by general equitable principles; and (iv) There exists no
default in respect of any Subordinated Debt.
SECTION 14. Amendments, Etc. No amendment or waiver of any provision
of this Agreement nor consent to any departure by Subordinated Creditor or
Debtor therefrom shall in any event be effective unless the same shall be in
writing and signed by Lender, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.
SECTION 15. Expenses. Subordinated Creditor and Debtor jointly and
severally agree to pay, upon demand, to Lender the amount of any and all
reasonable expenses, including the reasonable fees and expenses of its counsel,
which Lender or any other holders of Senior Indebtedness may incur in connection
with the exercise or enforcement of any of the rights or interests of the
holders of Senior Indebtedness hereunder.
SECTION 16. Addresses for Notices. All communications from any party
to any other shall be in writing (including telegraphic and telecopy
communication). Communications to any party shall be delivered to another party
by certified or registered mail, return receipt requested, or sent by private
overnight courier or telegraphed, or telecopied, addressed to it at the address
of such party specified next to its signature in this Agreement. Any party may
designate a different address for receipt of communications by written notice to
the other parties. All communications shall be effective when received and if
receipt is refused, either three (3) business days after deposit in the mail or
the date of attempted delivery as confirmed by private courier service,
telegraph company or telecopy operator.
SECTION 17. No Waiver, Remedies. No failure on the part of Lender to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.
SECTION 18. Continuing Agreement; Transfer of Notes. All warranties,
representations and covenants made by Subordinated Creditor or Debtor herein or
in any certificate or other instrument delivered by it or on
its behalf shall be considered to have been relied upon by Lender and shall
survive execution and delivery of the Loan Documents regardless of any
investigation by or on behalf of any thereof. This Agreement is a continuing
agreement and shall:(i) remain in full force and effect until the Senior
Indebtedness shall have been paid in full; (ii) be binding upon Subordinated
Creditor, Debtor and its successors and assigns and any subsequent holder of
Subordinated Debt; and (iii) inure to the benefit of and be enforceable by
Lender and its successors, transferees and assigns. Without limiting the
generality of the foregoing clause (iii), Lender may assign or otherwise
transfer the Notes or any other evidence of any Senior Indebtedness held by it
to any other person or entity, and such other person or entity shall thereupon
become vested with all the rights in respect thereof granted to such lender
herein or otherwise.
SECTION 19. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
SECTION 20. Counterparts and Facsimile Signatures. This Agreement
may be separately executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to constitute one and the same Agreement. Any party to this Agreement may
indicate its intention to be bound by this Agreement 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 Agreement in person.
SECTION 21. Non-Liability of Trustees and Shareholders. A copy of
the Declaration of Trust of Acorn Investment Trust is on file with the Secretary
of The Commonwealth of Massachusetts, and notice is hereby given that this
agreement is executed on behalf of Acorn Investment Trust by officers of Acorn
Investment Trust as officers and not individually. All obligations of Acorn
Investment Trust hereunder shall be binding only upon the assets of Acorn
Investment Trust (or the appropriate series thereof) and shall not be binding
upon any trustee, officer, employee, agent or shareholder of Acorn Investment
Trust. Neither the authorization of any action provided for by this Agreement by
the Trustees of Acorn Investment Trust nor the execution of this agreement on
behalf of Acorn Investment Trust shall impose any liability upon any trustee,
officer or shareholder of Acorn Investment Trust.
SECTION 22. Section Headings. Headings are for convenience only and
shall be given no substantive meaning or significance in construing this
Agreement.
SECTION 23. THIS AGREEMENT EMBODIES THE ENTIRE AGREEMENT AND
UNDERSTANDING BY AND AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND SUPERSEDES ALL PRIOR AGREEMENTS, CONSENTS AND UNDERSTANDINGS RELATING TO
SUCH SUBJECT MATTER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
IN WITNESS WHEREOF, Debtor and Subordinated Creditor have caused
this Agreement to be duly executed and delivered by their officers thereunto
duly authorized as of the date first above written.
SUBORDINATED CREDITOR:
ACORN INVESTMENT TRUST
on behalf of its series Acorn Fund
By:____________________________________
Name:
Title:
Address for Notices:
-----------------------
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Attn.: __________________
LENDER:
THE CHASE MANHATTAN BANK
By:____________________________________
Joanne Bramanti, Vice President
TIDEL ENGINEERING, L.P.,
a Delaware limited partnership
By: Tidel Cash Systems, Inc.,
its sole general partner
By: ______________________________
James T. Rash, Chairman
TIDEL TECHNOLOGIES, INC.,
a Delaware corporation
By:_____________________________________
James T. Rash,
Chief Executive Officer
Address for Notices:
Borrower:
Tidel Engineering, L.P.
c/o Tidel Cash Systems, Inc.
5847 San Felipe, Suite 900
Houston, Texas 77057
Attention: James T. Rash
Ultimate Parent:
Tidel Technologies, Inc.
5847 San Felipe, Suite 900
Houston, Texas 77057
Attention: James T. Rash