SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 1999
Tridex Corporation
(Exact name of registrant as specified in its charter)
Connecticut 1-5513 06-0682273
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
61 Wilton Road, Westport, CT 06880
(Address of principal executive offices) (Zip Code)
(203) 226-1144
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Event
On June 30, 1999, Tridex Corporation ("Tridex") entered into an
amendment to its Credit Agreement with Fleet National Bank in which Tridex and
Fleet agreed to defer the maturity of the working capital line of credit from
June 30 to September 30, 1999 and to defer both the previously deferred March
31, 1999 term loan principal payment and the June 30, 1999 term loan principal
payment until September 30, 1999. Tridex also entered into an amendment to the
Securities Purchase Agreements with Massachusetts Mutual Life Insurance Company
and certain if its affiliates (collectively, the "MassMutual Investors") in
which Tridex and the MassMutual Investors agreed to defer a previously deferred
April 17, 1999 interest payment and a July 17, 1999 interest payment until
October 17, 1999. Copies of the Fleet and MassMutual amendments are filed as
exhibits to this report.
<PAGE>
Exhibits
4.10 Third Amendment to Securities Purchase Agreements dated June 30, 1999 among
Tridex Corporation, Progressive Software, Inc., Ultimate Technology Corporation,
Massachusetts Mutual Life Insurance Company, MassMutual Corporate Investors,
MassMutual Participation Investors and MassMutual Corporate Value Partners
Limited.
10.21 Amendment No. 3 to Credit Agreement dated as of June 30, 1999 among Tridex
Corporation, Progressive Software, Inc., Ultimate Technology Corporation and
Fleet National Bank.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRIDEX CORPORATION
Date: July 16, 1999 By: Daniel A. Bergeron
Daniel A. Bergeron
Vice President and
Chief Financial Officer
<PAGE>
Exhibit 4.10
TRIDEX CORPORATION
PROGRESSIVE SOFTWARE, INC.
ULTIMATE TECHNOLOGY CORPORATION
61 Wilton Road
Westport, Connecticut 06880
June 30, 1999
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
MASSMUTUAL CORPORATE INVESTORS
MASSMUTUAL PARTICIPATION INVESTORS
MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED
1295 State Street
Springfield, Massachusetts 01111
Re: Third Amendment to Securities Purchase Agreements
Ladies and Gentlemen:
TRIDEX CORPORATION, a Connecticut corporation (the "Holding Company"),
PROGRESSIVE SOFTWARE, INC., a North Carolina corporation and successor to Tridex
NC, Inc. ("PSI"), and ULTIMATE TECHNOLOGY CORPORATION, a New York corporation
("UTC") (the Holding Company, PSI, and UTC are sometimes collectively referred
to herein as the "Issuers" and each as an "Issuer"), jointly and severally agree
with each of you as follows.
Background:
A. Reference is made to those certain Securities Purchase Agreements dated
April 17, 1998, as amended by that certain letter of waiver and limited
amendment dated November 12, 1998 relating thereto, and as further amended by
that certain Second Amendment to Securities Purchase Agreements dated March 26,
1999 (the "Second Amendment") (as so amended, the "Securities Purchase
Agreements"), among the Issuers and each of you. Capitalized terms used herein
without definition have the meanings ascribed to them in the Securities Purchase
Agreements.
B. The Issuers have requested that the holders of the Securities approve
certain amendments to and waivers under the Securities Purchase Agreements and
the other Operative Documents in connection with the Amendment No. 3 to Credit
Agreement dated as of June 30, 1999 (the "Third Amendment to Fleet Bank
Agreement") among the Holding Company, PSI, UTC, and Fleet National Bank,
pursuant to which certain amendments are being made to the Fleet Bank Documents
and Fleet National Bank is agreeing to the deferral of certain payments of
principal thereunder.
<PAGE>
1. Consents and Waivers. Each of you hereby agrees that (a) the Issuers may
defer the payment of each of the April 17, 1999 and the July 17, 1999 interest
payments on the Notes until October 17, 1999, at which date such April 17, 1999
and July 17, 1999 interest payments and the October 17, 1999 interest payment on
the Notes shall all be due and payable in full; and (b) notwithstanding anything
to the contrary in the Securities Purchase Agreements, the Issuers' failure to
comply with section 13.6 of the Securities Purchase Agreements prior to the date
of this Third Amendment in respect of the period ending December 31, 1998, shall
not constitute an Event of Default and the holders hereby waive any such Event
of Default which existed for such period prior to the date of this Third
Amendment, provided that such section 13.6 of the Securities Purchase Agreements
as amended by the Second Amendment shall only remain in effect in respect of
periods ending subsequent to December 31, 1998, and prior to January 1, 2000. As
of January 1, 2000, such section 13.6, as in effect prior to the date of the
Second Amendment, shall be deemed reinstated.
2. Conditions to Effectiveness of Third Amendment. This Third Amendment shall be
effective upon the first date upon which the following conditions shall have
been satisfied to your reasonable satisfaction:
(a) The Issuers shall have delivered to you executed copies of each of the
following documents in form and substance satisfactory to you:
(i) a fully executed counterpart of this Third Amendment;
(ii) certified copies of (A) the resolutions of the Board of Directors
of each of the Issuers approving this Third Amendment and the matters
contemplated hereby and (B) all documents evidencing other necessary
corporate actions and governmental approvals, if any, with respect to this
Third Amendment and the other documents to be delivered hereunder;
(iii) a certificate of the Secretary or an Assistant Secretary of each
of the Issuers certifying the names and true signatures of the officers of
each Issuer authorized to sign this Third Amendment and the other documents
to be delivered hereunder;
(iv) an opinion, dated the date hereof, from Messrs. Hinckley, Allen &
Snyder LLP, counsel for the Issuers, substantially in the form of Exhibit
3(a)(iv) attached hereto; and
(v) an executed counterpart of the Third Amendment to Fleet Bank
Agreement, substantially in the form of Exhibit 3(a)(v) attached hereto.
(b) The Issuers shall have paid in full all fees, expenses and
disbursements incurred by you in connection with this Third Amendment,
including, without limitation, the fees, expenses and disbursements of your
special counsel.
3. No Default, Representations and Warranties, Etc.
(a) The Issuers represent and warrant that the representations and
warranties contained in the Securities Purchase Agreements and the other
Operative Documents are in all material respects correct on and as of the date
hereof (after giving effect hereto) as if made on such date (except as a result
of transactions permitted under the Securities Purchase Agreements), that no
Default or Event of Default exists (other than those which have been
specifically waived pursuant to section 1 hereof) and that no condition exists
which has resulted in, or could reasonably be expected to result in, a Material
Adverse Change.
(b) Each of the Issuers ratifies and confirms the Securities Purchase
Agreements and each of the other Operative Documents to which it is a party and
agrees that, after giving effect to the amendments, modifications and
supplements effected hereby, each such agreement, document and instrument is in
full force and effect, that its obligations thereunder and under this Third
Amendment are its legal, valid and binding obligations enforceable against it in
accordance with the terms thereof and hereof and that it has no defense, whether
legal or equitable, setoff or counterclaim to the payment and performance of
such obligations.
(c) The Issuers agree that (i) if any default shall be made in the
performance or observation of any covenant, agreement or condition contained
herein or (ii) if any representation or warranty made by any Issuer herein or
therein shall prove to have been false or incorrect on the date as of which
made, the same shall constitute an Event of Default under the Securities
Purchase Agreements and the other Operative Documents and, in such event, you
and each other holder of any of the Securities shall have all rights and
remedies provided by law and/or provided or referred to in the Securities
Purchase Agreements and the other Operative Documents. The Issuers further agree
that this Third Amendment is an Operative Document and all references thereto in
the Securities Purchase Agreements and in any other of the Operative Documents
shall include this Third Amendment.
4. Payment of Transaction Costs. Without limiting the generality of the
provisions of the Operative Documents, the Issuers jointly and severally shall
pay all reasonable fees and disbursements incurred by you in connection
herewith, including, without limitation, the reasonable fees, expenses and
disbursements of your special counsel.
5. Governing Law. This Third Amendment, including the validity hereof and the
rights and obligations of the parties hereunder, shall be construed in
accordance with and governed by the domestic substantive laws of The
Commonwealth of Massachusetts without giving effect to any choice of law or
conflicts of law provision or rule that would cause the application of the
domestic substantive laws of any other jurisdiction. 6. Miscellaneous. The
headings in this Third Amendment are for purposes of reference only and shall
not limit or otherwise affect the meaning hereof. This Third Amendment embodies
the entire agreement and understanding among the parties hereto and supersedes
all prior agreements and understandings relating to the subject matter hereof.
In case any provision in this Third Amendment shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. This Third
Amendment may be executed in any number of counterparts and by the parties
hereto on separate counterparts but all such counterparts shall together
constitute but one and the same instrument. Except as specifically amended or
modified pursuant to this Third Amendment, the Securities Purchase Agreements
shall remain in full force and effect, and the execution and delivery of this
Third Amendment shall not, except as expressly provided herein, operate as a
waiver of any of your rights, powers, or remedies under the Securities Purchase
Agreements or the documents and instruments delivered in connection therewith.
[The remainder of this page is left blank intentionally.]
<PAGE>
If you are in agreement with the foregoing, please sign the form of
agreement on the accompanying counterpart hereof, whereupon this Third Amendment
shall become a binding agreement under seal among the parties hereto. Please
then return one of such counterparts to the Issuers.
Very truly yours,
TRIDEX CORPORATION
By Daniel A. Bergeron, Chief Financial Officer
(Title)
PROGRESSIVE SOFTWARE, INC.
By Danial A. Bergeron, Vice President
(Title)
ULTIMATE TECHNOLOGY CORPORATION
By George T. Crandall, Treasurer
(Title)
The foregoing is hereby accepted and agreed to.
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By Mark A. Ahmed, Managing Director
(Title)
MASSMUTUAL CORPORATE INVESTORS
By Charles C. McCobb, Jr., Vice President
(Title)
The foregoing is executed on behalf of MassMutual
Corporate Investors, organized under a Declaration
of Trust, dated September 13, 1985, as amended
from time to time. The obligations of such Trust are
not personally binding upon, nor shall resort be had
<PAGE>
to the property of, any of the Trustees, shareholders,
officers, employees, or agents of such Trust, but the
Trust's property only shall be bound.
MASSMUTUAL PARTICIPATION INVESTORS
By Charles C. McCobb, Jr., Vice President
(Title)
The foregoing is executed on behalf of MassMutual
Participation Investors, organized under a Declaration
of Trust, dated April 7, 1988, as amended from time to
time. The obligations of such Trust are not personally
binding upon, nor shall resort be had to the property
of, any of the Trustees, shareholders, officers,
employees, or agents of such Trust, but the Trust's
property only shall be bound.
MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED
By Massachusetts Mutual Life Insurance Company, as Investment Manager
By Mark A. Ahmed, Managing Director
(Title)
<PAGE>
Exhibit 10.21
AMENDMENT NO. 3 TO CREDIT AGREEMENT
Dated as of June 30, 1999
This Amendment No. 3 to Credit Agreement (this "Amendment") is by and among
TRIDEX CORPORATION, a Connecticut corporation ("Tridex"), PROGRESSIVE SOFTWARE,
INC., a North Carolina corporation ("PSI"), ULTIMATE TECHNOLOGY CORPORATION, a
New York corporation ("UTC", and collectively, together with TRIDEX and PSI, the
"Borrowers" and each, individually, a "Borrower"), and FLEET NATIONAL BANK, a
national banking association organized under the laws of the United States of
America (the "Bank").
PRELIMINARY STATEMENTS:
A. The Borrowers and the Bank have entered into a Credit Agreement dated as
of April 17, 1998. The Borrowers and the Bank have also entered into an
Amendment No. 1 to Credit Agreement dated as of November 1, 1998 ("Amendment No.
1"). The Borrowers and the Bank have further entered into an Amendment No. 2 to
Credit Agreement dated as of March 15, 1999 ("Amendment No. 2"). Capitalized
terms used herein and not otherwise defined herein shall have the meanings given
thereto in the Credit Agreement, as amended. As used herein, the term "Credit
Agreement" shall mean the Credit Agreement as amended pursuant to Amendment No.
1 and Amendment No. 2.
B. For good and valuable consideration, the receipt of which is
acknowledged, the Borrowers and the Bank have agreed to further amend the Credit
Agreement, as hereinafter set forth.
SECTION 1. Recitals; Acknowledgement of Indebtedness. The above recitals
are true and correct.
As of June 28, 1999, the Borrowers are legally, validly, enforceably and
jointly and severally indebted to the Bank under the Facility Documents, without
defense, recoupment, counterclaim or offset as follows:
Principal
Working Capital Loans $ 5,400,000.00
Term Loan $11,100,000.00
together with accrued and unpaid interest thereon and all other amounts due and
owing thereunder.
SECTION 2. Amendments. The Facility Documents are, effective as of the date
hereof and subject to the satisfaction of the conditions precedent set forth in
Section 3 hereof, hereby amended as follows:
(a) The Working Capital Loans, plus all accrued and unpaid interest
thereon, shall be due and payable in full on September 30, 1999. Interest shall
continue to be payable monthly in accordance with the terms of the Facility
Documents;
(b) The $300,000.00 principal payment originally due on the Term Loan
on March 31, 1999 and deferred to June 30, 1999 is hereby further deferred until
September 30, 1999. Interest shall continue to be payable monthly in accordance
with the terms of the Facility Documents;
(c) The $450,000.00 principal payment due on the Term Loan on June 30,
1999 is hereby deferred until September 30, 1999. Interest shall continue to be
payable monthly in accordance with the terms of the Facility Documents; and
(d) In consideration of the deferral by the Bank set forth in Section
2(a)-(c), the Borrowers agree to pay an extension fee deemed to be earned as of
the date hereof in the amount of EIGHTY THOUSAND AND NO/100 DOLLARS
($80,000.00), payable as follows:
(i) $20,000.00 on July 30, 1999, time being of the essence;
(ii) $20,000.00 on August 30, 1999, time being of the essence;
and
(iii) $40,000.00 on September 30, 1999, time being of the
essence; provided, however, if the Loans are paid in full on or before September
30, 1999, such payment as required by this Section 2(d)(iii) shall be reduced to
$20,000.00. This Section 2(d)(iii) shall not, however, alter the maturity date
of the Term Loan. The extension fee described in this Section 2(d)(iii) are to
be paid in lieu of and not in addition to, the extension fees to be paid in
Section 2(c) of Amendment No. 2.
SECTION 3. Conditions of Effectiveness. This Amendment shall become
effective when, and only when, the Bank shall have received counterparts of this
Amendment executed by the Borrowers and approved by the Bank and a counterpart
executed by the Bank, and Section 2(a)-(c) hereof shall become effective when,
and only when, the Bank shall have additionally received all of the following
documents or items, each document (unless otherwise indicated) being dated the
date of receipt thereof by the Bank (which date shall be the same for all such
documents), in form and substance satisfactory to the Bank:
(a) Certified copies of (i) the resolutions of the Board of Directors
of each of the Borrowers approving this Amendment and the matters contemplated
hereby and (ii) all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to this Amendment and the matters
contemplated hereby;
(b) A certificate of the Secretary or an Assistant Secretary of each
of the Borrowers certifying the names and true signatures of the officers of the
Borrower authorized to sign this Amendment and the other documents to be
delivered hereunder;
(c) An amendment fee equal to $50,000.00 on or before June 30, 1999,
time being of the essence (the "Amendment Fee");
(d) Evidence that Massachusetts Mutual Life Insurance Company and its
Affiliates ("Mass Mutual") have agreed to defer the interest payments due on
April 17, 1999 and July 17, 1999 payable on the $11,000,000.00 Subordinated Debt
to a date no earlier than October 15, 1999 and waive any other defaults that may
exist under the documents and/or instruments evidencing such Subordinated Debt;
and
(e) An opinion of counsel to the Borrowers in form and substance
acceptable to the Bank.
SECTION 4. Representations and Warranties of Each of the Borrowers. Each of
the representations and warranties made by each of the Borrowers in the Facility
Documents or otherwise made by or on behalf of the Borrowers in connection
therewith after the date thereof shall have been true and correct in all
respects on the date when made and shall also be true and correct in all
material respects on the date hereof, except to the extent of changes resulting
from transactions contemplated or permitted by the Facility Documents and
changes occurring in the ordinary course of business that singly or in the
aggregate are not materially adverse.
SECTION 5. Reaffirmation Of Facility Documents. The Borrowers agree that:
(a) This Amendment and each of the other Facility Documents as amended
hereby, constitute legal, valid and binding obligations of the Borrowers
enforceable against each Borrower in accordance with their respective terms.
(b) The Credit Agreement and the Security Agreement create valid and
perfected first priority security interests and liens in and to the Collateral
covered thereby enforceable against all third parties in all jurisdictions,
securing the payment of all Obligations, and the execution, delivery and
performance of this Amendment do not adversely affect the aforesaid security
interests and liens of the Credit Agreement and the Security Agreement.
(c) Except as set forth in the Credit Agreement, there is no pending
or threatened action or proceeding affecting the Borrowers or any of their
Subsidiaries before any court, governmental agency or arbitrator, which may
materially adversely affect the financial condition or operations of the
Borrowers or any of their Subsidiaries. There is no pending or threatened action
or proceeding affecting the Borrowers or any of their Subsidiaries before any
court, governmental agency or arbitrator which purports to affect the legality,
validity or enforceability of this Amendment or any of the other Facility
Documents, as amended hereby.
(d) The Facility Documents existing on the date hereof constitute
legal, valid and binding obligations of the Borrowers, enforceable against the
Borrowers in accordance with their respective terms. After giving effect to the
amendments provided for in this Amendment, no event has occurred and is
continuing which constitutes a Default or an Event of Default.
SECTION 6. Reference to and Effect on the Facility Documents.
(a) Upon the effectiveness of Section 2 (a) - (c) hereof, on and after
the date hereof each reference in the Credit Agreement to "this Agreement,"
"hereunder, "hereof," "herein" or words of like import, and each reference in
any Facility Documents to the Credit Agreement or any other Facility Document,
shall mean and be a reference to the Credit Agreement or such other Facility
Document as amended hereby.
(b) Except as specifically amended or modified pursuant to this
Amendment, the provisions of the Credit Agreement, the Notes and the other
Facility Documents shall remain in full force and effect and are hereby ratified
and confirmed. Without limiting the generality of the foregoing, the Credit
Agreement, the Security Agreement and all of the Collateral described therein do
and shall continue to secure the payment of all indebtedness and liabilities of
the Borrowers to the Bank under the Credit Agreement and the other Facility
Documents, as amended hereby.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Bank under any of the Facility Documents, nor constitute
a waiver of any provision of any of the Facility Documents.
SECTION 7. Costs, Expenses and Taxes. Without limiting the foregoing or
anything else contained herein, each of the Borrowers agrees to pay on demand
all reasonable costs and expenses of the Bank in connection with the
preparation, execution and delivery of this Amendment and the other instruments
and documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Bank (including
the allocated costs of in-house counsel) with respect thereto and with respect
to advising the Bank as to its rights and responsibilities hereunder and
thereunder. Each of the Borrowers further agrees to pay on demand all reasonable
costs and expenses, if any (including, without limitation, reasonable counsel
fees and expenses, including the allocated costs of in-house counsel), in
connection with the enforcement (whether through negotiations, legal proceedings
or otherwise) of this Amendment and the other instruments and documents to be
delivered hereunder, including, without limitation, reasonable counsel fees
(including the allocated costs of in-house counsel) and expenses in connection
with the enforcement of its rights. In addition, each of the Borrowers shall pay
any and all taxes payable or determined to be payable in connection with the
execution and delivery of this Amendment and the other instruments and documents
to be delivered hereunder, and agrees to save the Bank harmless from and against
any and all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes.
SECTION 8. Waivers. The Borrowers waive, release and discharge any and all
claims or causes of action of any kind whatsoever, whether at law or in equity,
arising on or prior to the date hereof, which the Borrowers may have against the
Bank, its affiliates, successors and assigns, agents, directors, employees and
counsel, in connection with the Loans. The waivers and releases made herein
include the Borrowers' waiver of any damages which may have been, or may in the
future be, caused to the Borrowers, their properties or business prospects
because of the actions waived and released and the agreements made herein,
including, without limitation, any actual or implicit, direct or indirect,
incidental or consequential damages suffered by the Borrowers therefrom,
including, but not limited to: (a) lost profits; (b) loss of business
opportunity; (c) increased financing costs; (d) increased legal and other
administrative fees; and (e) damages to business reputation.
SECTION 9. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different 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.
SECTION 10. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Connecticut, without
reference to Connecticut's choice of law rules.
SECTION 11. COMMERCIAL WAIVER. EACH BORROWER ACKNOWLEDGES THAT THE LOANS
EVIDENCED BY THE NOTES ARE FOR COMMERCIAL PURPOSES AND WAIVES ANY RIGHT TO
NOTICE AND HEARING UNDER SECTIONS 52-278a THROUGH 52-278n OF THE CONNECTICUT
GENERAL STATUTES AS NOW OR HEREAFTER AMENDED AND AUTHORIZES THE ATTORNEY OF THE
BANK, OR ANY SUCCESSOR THERETO, TO ISSUE A WRIT OF PREJUDGMENT REMEDY WITHOUT
COURT ORDER. FURTHER, EACH BORROWER HEREBY WAIVES TO THE EXTEND PERMITTED BY
LAW, THE BENEFITS OF ALL VALUATION, APPRAISEMENTS, HOMESTEAD, EXEMPTION, STAY,
REDEMPTION AND MORATORIUM LAWS NOW IN FORCE OR WHICH MAY HEREAFTER BECOME LAWS.
EACH BORROWER ACKNOWLEDGES THAT IT MAKES THESE WAIVERS AND THE WAIVERS CONTAINED
IN SECTION 10.8 OF THE CREDIT AGREEMENT KNOWINGLY, VOLUNTARILY AND AFTER
EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THESE WAIVERS WITH ITS
ATTORNEYS.
SECTION 12. WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION
WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED
BY AN EXPERIENCED AND EXPERT PERSON AND THE BORROWERS AND BANK WISH APPLICABLE
STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE BORROWERS
AND THE BANK DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, THE BORROWERS AND THE BANK HERETO WAIVE
ALL RIGHT TO TRIAL BY JURY IN ANY ACTIONS, SUIT, OR PROCEEDING BROUGHT TO
RESOLVE ANY DISPUTE, WHETHER IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO, THIS AMENDMENT OR ANY OF THE OTHER
FACILITY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
SECTION 13. Further Assurances.
(a) Regarding Preservation of Collateral. The Borrowers will execute
and deliver to the Bank such further documents, instruments, assignments and
other writings, and will do such other acts necessary or desirable, to preserve
and protect the Collateral at any time securing or intended to secure the
Obligations, as the Bank may reasonably require.
(b) Regarding this Amendment. The Borrower will cooperate with, and
will do such further acts and execute such further instruments and documents as
the Bank shall reasonably request to carry out to its satisfaction the
transactions contemplated by this Amendment and the other Facility Documents.
SECTION 14. Notices. Notices given after the date hereof shall be delivered
to the parties hereto at their respective "Address for Notices" on the signature
page of this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first written above.
TRIDEX CORPORATION
By: George T. Crandall
George T. Crandall
Its Treasurer
Duly Authorized
Address for Notices:
61 Wilton Road
Westport, CT 06880
ULTIMATE TECHNOLOGY CORPORATION
By: George T. Crandall
George T. Crandall
Its Treasurer
Duly Authorized
Address for Notices:
61 Wilton Road
Westport, CT 06880
PROGRESSIVE SOFTWARE INC.
By: Daniel A. Bergeron
Daniel Bergeron
Its Treasurer
Duly Authorized
Address for Notices:
61 Wilton Road
Westport, CT 06880
FLEET NATIONAL BANK
By: Vincent J. Pitts
Vincent J. Pitts
Its Vice President
Duly Authorized
Address for Notices:
Fleet National Bank
777 Main Street
CT MO H21B
Hartford, CT 06115
Facsimile No.: (860) 986-7624
