Exhibit 4.45
WALLIS STATE BANK
November 24, 2003
Tidel Engineering, L.P.
Tidel Technologies, Inc.
Tidel Cash Systems, Inc.
Tidel Services, Inc.
2900 Wilcrest
Suite 205
Houston, TX 77042
Re: Payoff of Loans
Ladies and Gentlemen:
Reference is made to (i) that certain Amended and Restated Revolving Credit
Note dated April 30, 2002 (the "Note"), executed and issued by Tidel
Engineering, L.P. ("Borrower") in the original principal amount of
$4,680,000.00, payable to Wallis State Bank ("Lender"), as transferee and
assignee from JP Morgan Chase Bank, as modified by that certain First
Modification and Extension Agreement dated as of June 27, 2003 (the
"Modification Agreement") among Lender, Borrower and Tidel (as hereinafter
defined); (ii) all security agreements, guaranties, assignments, pledges and
security devices, of whatever kind or character, listed on Schedule I (together
with the Note and the Modification Agreement, the "Loan Documents") to that
certain Assignment of Note and Lien (the "Assignment") dated June 30, 2003
executed and delivered by JP Morgan Chase Bank to Lender; (iii) that certain
Subordination Agreement made by Montrose Investments, Ltd. ("Montrose"),
Borrower, Tidel Technologies, Inc. ("Tidel") and Chase (as assigned to Lender
pursuant to the Assignment), dated as of September 8, 2000 (the "Montrose
Agreement"); and (iii) that certain Subordination Agreement made by Acorn
Investment Trust on behalf of its series Acorn Fund, Borrower, Tidel and Chase
(as assigned to Lender pursuant to the Assignment), dated as of September 29,
2000 (the "Acorn Agreement"). All principal, interest, penalties, fees, charges
and other amounts due under the Note as modified by the Modification Agreement
and the other Loan Documents (including without limitation all "Senior
Indebtedness" as defined in the Montrose Agreement or the Acorn Agreement) shall
mean the "Obligations". The Note, the Montrose Agreement, the Acorn Agreement,
together with the other Loan Documents have been assigned by Chase to Lender
pursuant to the Assignment and the Note Purchase Agreement dated June 30, 2003
by and between JPMorgan Chase Bank and Lender, with the consent and agreement of
Borrower, Tidel, Tidel Services, Inc. and Tidel Cash Systems, Inc.
You have given us a notice of payment in full of all of the Obligations to
take place on or before November 24, 2003 (the date such payment is actually
made, the "Payment Date").
As of the Payment Date, the amounts of principal, accrued interest, accrued
fees and other known obligations, including the Obligations, other than the
contingent indemnification obligations set forth in the Modification Agreement
which survive the repayment of the obligations in respect of the Note and
the termination of the modification Agreement (the "Indemnification"), owing by
you to the Lender under the Note as modified by the Modification Agreement are
as set forth on Exhibit A attached hereto. If payment in accordance with this
letter is not received by 5:00 p.m. (Eastern Standard Time) on November 24,
2003, a new calculation of the amounts set forth on Exhibit A will be necessary.
The amount of costs and other obligations due is subject to change; however, we
will notify you in writing of any costs or other obligations that accrue.
Payment must be made to the accounts of the Lender in accordance with the
instructions set forth on Exhibit A.
Upon receipt by 5:00 p.m. (Eastern Standard Time) on the Payment Date of
the total amount specified on Exhibit A (the "Payment Amount"), (i) the
undersigned will have received payment in full of all obligations under or in
respect of the Note (other than the Indemnification) and each other Loan
Document and all of the Obligations (other than the Indemnification) shall be
paid in full and fully satisfied, (ii) the security interest in all assets of
the Borrower, as well as the other entities acknowledging this letter (together,
the "Borrower Entities"), subject to a security interest in favor of the Lender
(the "Collateral") shall be released, (iii) each of the Montrose Agreement and
the Acorn Agreement shall be terminated, and (iv) all of the other Loan
Documents shall be terminated, provided that the Indemnification shall survive
the termination of the Modification Agreement and the other Loan Documents. Upon
receipt of the Payment Amount, as and when set forth above, the undersigned will
return any Collateral in its possession and will execute such termination
statements, mortgage satisfactions and other statements of release or
satisfaction as you may reasonably request, at your cost. At such time, the
capital stock of any of the Borrower Entities held by the Lender as Collateral
will be delivered to Laurus Master Fund, Ltd. ("Laurus"), 152 West 57th Street,
New York, New York 10019, within two business days following our receipt of the
Payoff Amount. In addition, after our receipt of the Payment Amount, as and when
set forth above, you and /or Laurus are authorized to file UCC-3 termination
statements with respect to the Collateral. Our agreement to release the security
interest in the Collateral is conditioned solely upon our receipt by 5:00 p.m.
(Eastern Standard Time) on the Payment Date of the Payment Amount.
Tidel and the Subsidiaries hereby remise, release, acquit, satisfy and
forever discharge the Lender and all of their past, present and future officers,
directors, employees, agents, attorneys, representatives, participants, heirs,
successors and assigns, from any and all manner of debts, accountings, bonds,
warranties, representations, covenants, promises, contracts, controversies,
agreements, liabilities, obligations, expenses, damages, judgments, executions,
actions, claims, demands and causes of action of any nature whatsoever, whether
at law or in equity, whether now known or hereafter discovered, which Tidel or
any of its Subsidiaries has by reason of any matter, cause or thing, from the
beginning of the world to and including the date of execution hereof, with
respect to any matters, transactions, occurrences, agreements, actions, or
events arising out of, in connection with or relating to the Obligations; and
hereby covenants and agrees never to institute or cause to be instituted or
continue prosecution of any suit or other form of action or proceeding of any
kind or nature whatsoever against the Lender, or any of its past, present or
future officers, directors, employees, agents, attorneys, representatives,
participants, heirs, successors or assigns, by reason of or in connection with
any of the foregoing matters, claims or causes of action. Tidel and its
Subsidiaries expressly acknowledge and agree that the releases contained in this
letter shall not be construed as an admission of wrongdoing, liability or
culpability on the part of the Lender or the existence of any claims of Tidel or
any of its Subsidiaries against the Lender.
The provisions of this letter shall terminate if the Payment Amount is not
received by the Lender by 5:00 p.m. (Eastern Standard Time) on the Payment Date.
The undersigned understands that Laurus is extending credit in reliance on
this letter and agrees therefore that Laurus may rely on the agreements of the
undersigned set forth herein.
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Please sign this letter as indicated below and return a signed copy to
Lender.
Very truly yours,
WALLIS STATE BANK
By: /s/ J. Mike Smith
------------------------
Name: J. Mike Smith
Title: Senior Vice President
ACKNOWLEDGED AND AGREED TO AS OF NOVEMBER 25, 2003:
TIDEL ENGINEERING, L.P.
By: Tidel Cash Systems, Inc., its general partner
By: /s/ Mark K. Levenick
-----------------------
Name: Mark K. Levenick
Title: President
TIDEL TECHNOLOGIES, INC.
By: /s/ James T. Rash
-----------------------
Name: James T. Rash
Title: CEO
TIDEL SERVICES, INC.
By: /s/ Mark K. Levenick
-----------------------
Name: Mark K. Levenick
Title: President
TIDEL CASH SYSTEMS, INC.
By: /s/ Mark K. Levenick
-----------------------
Name: Mark K. Levenick
Title: President
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EXHIBIT A
As of the Payment Date:
Outstanding principal amount of the Note: $ 2,000,000
Accrued interest: $ 13,500
Subtotal: $ 2,013,500
Accrued legal fees to date: $ 5,906.09
Total $2,019,406.09
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Payment Instructions:
Payment shall be made by debit of an existing cash collateral account of Tidel
Technologies, Inc. held by Lender as Collateral for the Note upon the direction
of Tidel Technologies, Inc. to Lender.
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