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Exhibit 99.1
THIRD AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Third
Amendment")
is entered into this 22nd day of March, 2005, between Donald E.
Anderson and
Rebecca E. Anderson, Trustees of the Anderson Family Trust, UTA
dated December
20, 1993 ("Lender") as secured party, and Alanco Technologies,
Inc. ("ATI"), an
Arizona corporation ("Borrower 1"); Arraid, Inc. ("Al"), an
Arizona corporation
("Borrower 2"); Excel/Meridian Data, Inc. ("EMD"), an Arizona
corporation
("Borrower 3"); Technology Systems International, Inc. ("TSI"),
an Arizona
corporation (formerly, TSI Acquisition Corporation, ("Borrower
6"); and Fry Guy,
Inc., a Nevada corporation ("Borrower 7"). Borrower 1, Borrower
2, Borrower 3,
Borrower 6, and Borrower 7, jointly and severally, individually
and
collectively, the "Borrower". (Borrowers 5 and 6 were corporate
subsidiaries of
ATI that are no longer in operation.)
RECITALS:
The parties entered into that Loan and Security Agreement, dated
June
19, 2002, pursuant to which Lender agreed to provide certain
funds to Borrower
upon the terms and conditions set forth therein (the
"Agreement"). The parties
amended the Agreement pursuant to the Amendment to Loan ad
Security Agreement,
dated April 15, 2003 (the "First Amendment") and the Second
Amendment to Loan
and Security Agreement, dated November 1, 2003 (the "Second
Amendment"), and now
wish to modify the Agreement, as preciously amended in certain
respects as set
forth herein.
NOW, THEREFORE, in consideration of the mutual covenants
contained
herein, the parties agree as follows:
1. Definitions. The subparagraphs of Section 1 of the Agreement
corresponding to
the subparagraph numbers set forth below shall be amended by
substituting the
definitions set forth below for the corresponding terms
identified:
1.9 "Credit Limit" shall mean One Million Three Hundred
Thousand
Dollars ($1,300,000.00).
1.19 "Maturity Date" shall mean July 1, 2007.
2. Section 3.1 of the Agreement shall be amended to read as
follows:
3.1 This Agreement shall remain in full force and effect until
July
1, 2007 (the "Maturity Date").
3. Section 6A (added by the First Amendment) shall be amended to
read as
follows:
6A. COVENANTS OF BORROWER
Borrower agrees that so long as it is indebted to Lender under
this
Agreement in an amount equal to or greater than $750,000, upon
written
notice from Lender to Borrower prior to the start of any
calender
quarter, revenues reported from the business operations of TSI
shall
equal or exceed $3,500,000 per calender quarter, commencing with
the
quarter following such written notice.
Any failure to meet the requirements of Section 6A as it
previously existed are
hereby waived.
<PAGE>
4. The Borrowing Base Certificate and Compliance Certificate
requird by Section
6.16(c) of the Agreement shall only be required when the
indebtedness
outstanding to Lender under this Agreement equals or exceeds
$750,000, and then
only following the written request of Lender to Borrower. Any
previous failure
to meet the requirements of Section 6.16(c) are hereby
waived.
5. No further conversion rights under Section 6B of the
Agreement remain. The
minimum amount to be drawn under the Loan shall remain $500,000
in accordance
with Section 2.1 of the Agreement.
6. In consideration of Lender agreeing to the modifications to
the Agreement set
forth herein, ATI shall grant to Lender a Warrant to purchase up
to 75,000
shares of ATI's Class A Common Stock at a purchase price of
$0.90 per share for
a five (5) year period following the date hereof. Such rights
shall be
memorialized in a Warrant Agreement to be executed and delivered
to Lender upon
the execution hereof in the form attached hereto as Exhibit
"A".
7. Borrower agrees that (a) except as expressly provided herein
to the contrary,
this Third Amendment shall not modify the Agreement as
previously amended, (b)
all of the collateral described in the Agreement shall remain in
all respects
subject to the lien or charge of the security interest set forth
in the
Agreement, and (c) nothing contained herein and nothing done
pursuant hereto,
shall effect or be construed as affecting the lien or charge of
said security
interest, or the priority thereof over other liens or charges,
or as releasing
or affecting the liability of any party or parties who may now
or hereafter be
liable under or on account of the Agreement. The provisions of
this Third
Amendment are modifications only and except as provided herein
all of the terms
and conditions of the Agreement as previously amended remain in
full force and
effect and the parties hereto ratify and confirm the security,
priority and
enforceability of the Agreement, as expressly modified by this
Third Amendment.
8. This Third Amendment shall bind and inure to the benefit of
the respective
successors and assigns of each of the parties. This Third
Amendment may be
executed by the parties hereto in several counterparts, each of
which shall be
deemed to be an original and all of which shall constitute
together but one and
the same agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be
executed as of the date first above written.
BORROWERS:
"Borrower l":
Alanco Technologies, Inc., an Arizona Corporation
By: /s/ John A. Carlson
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John A. Carlson, Chief Financial Officer
"Borrower 2":
Arraid, Inc., an Arizona corporation
By: /s/ John A. Carlson
------------------------------------
John A. Carlson, Chief Financial Officer
"Borrower 3":
Excel/Meridian Data, an Arizona corporation
By: /s/ John A. Carlson
------------------------------------
John A. Carlson, Chief Financial Officer
"Borrower 6":
Technology Systems International, Inc., an Arizona
corporation
(formerly, TSI Acquisition Corporation)
By: /s/ John A. Carlson
------------------------------------
John A. Carlson, Chief Financial Officer
"Borrower 7":
Fry Guy, Inc., a Nevada corporation
By: /s/ John A. Carlson
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John A. Carlson, Chief Financial Officer
Borrower Address for Notices:
15575 North 83rd Way, Suite 3, Scottsdale, Arizona. 85260
LENDER:
/s/ Donald E. Anderson
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DONALD E. ANDERSON
/s/ Rebecca E. Anderson
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REBECCA E. ANDERSON
Trustees of the Anderson Family Trust, UTA
dated December 20, 1993
Lender Address for Notices:
11804 N. Sundown Drive, Scottsdale, Arizona 85260
<PAGE>
EXHIBIT "A"
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE
SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR
EXERCISED UNLESS
(i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
APPLICABLE STATE
SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO,
OR (ii) AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE
SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE
OR TRANSFER.
AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF
RISK. SUBSCRIBERS
MUST RELY ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT
OF THE RISKS
INVOLVED.
Warrant to Purchase
75,000 shares
WARRANT TO PURCHASE COMMON STOCK
OF
ALANCO TECHNOLOGIES, INC.
THIS CERTIFIES that DONALD E. ANDERSON AND REBECCA E.
ANDERSON,
TRUSTEES OF THE ANDERSON FAMILY TRUST, UTA DATED DECEMBER 20,
1993 or any
subsequent holder hereof in accordance with Section 9
("Holder"), has the right
to purchase from ALANCO TECHNOLOGIES, INC., an Arizona
corporation (the
"Company"), up to 75,000 fully paid and nonassessable shares of
the Company's
Class A common stock ("Common Stock"), subject to adjustment as
provided herein,
at a price equal to the Exercise Price as defined in Section 3
below, at any
time beginning on the Date of Issuance (as defined below) and
ending at 5:00
p.m., Phoenix, Arizona time, on March 22,2010 (the "Exercise
Period").
Holder agrees with the Company that this Warrant to Purchase
Common
Stock of Alanco Technologies, Inc. (this "Warrant") is issued
and all rights
hereunder shall be held subject to all of the conditions,
limitations and
provisions set forth herein.
1. Date of Issuance.
This Warrant shall be deemed to be issued on March 22, 2005
("Date of Issuance").
2. Exercise.
(a) Manner of Exercise. During the Exercise Period, this
Warrant may be exercised as to all or any lesser number of full
shares of Common
Stock covered hereby upon surrender of this Warrant, with the
Exercise Form
attached hereto as Exhibit A (the "Exercise Form") duly
completed and executed,
together with the full Exercise Price (as defined below) for
each share of
Common Stock as to which this Warrant is exercised, at the
office of the Company
or at such other office or ag
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