exv4w3






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.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




			
	 	 	 
	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:  	 	 
	 	 	Alan Morris, Vice President 	 
	 	 	 	 
	 
	 	BORROWER:



TYLER TECHNOLOGIES, INC., a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Brian K. Miller, 	 
	 	 	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.

5949 Sherry Lane, Suite 1400

Dallas, Texas 75225

Attention: Treasurer




Federal Taxpayer Identification Number: 75-2303920




Location of Receivable Records: Same as above




Location of Inventory and Equipment and Fixtures:





	A.	 	Properties Owned by Borrower






	 	•	 	3199 Klepinger Road, Dayton, Ohio 45406
	 
	 	•	 	700 Mount Hope Ave., Bangor, Maine 04401
	 
	 	•	 	1512 Colony Circle, Longview, Texas 75604
	 
	 	•	 	One Cole Haan Drive, Yarmouth, Maine 04096
	 
	 	•	 	SE Corner of 53rd & Chicago, Lubbock, Texas 79414






	B.	 	Properties Leased by Borrower:






	 	•	 	5949 Sherry Lane, Suite 1400, Dallas, Texas 75225
	 
	 	•	 	5808 4th Street, Lubbock, Texas 79416
	 
	 	•	 	6500 International Parkway, Suite 2000, Plano, Texas 75093
	 
	 	•	 	370 U.S. Route One, Falmouth, Maine 04105
	 
	 	•	 	120 East Third Street, Eagle, Colorado 81631
	 
	 	•	 	78 N. Main, Driggs, Idaho 83422
	 
	 	•	 	2730 Ford Street, Ames, Iowa 50010
	 
	 	•	 	525 Avis Drive, Suite 5, Ann Arbor, Michigan 48108
	 
	 	•	 	1100 Oakesdale Ave. SW, Renton, Washington 98055
	 
	 	•	 	14142 Denver West Parkway, Suite 155, Lakewood, Colorado 80401
	 
	 	•	 	4400 S. Technology Dr., Suite 100, Sioux Falls, South Dakota 57106
	 
	 	•	 	1601 East Valley Road, Renton, Washington 98057
	 
	 	•	 	800 West Cummings Park, Suite 4400, Woburn, Massachusetts 02801
	 
	 	•	 	1700 W. Park Drive, Suite 180, Westborough, Massachusetts 01581
	 
	 	•	 	2604 Dempster Street, Suite 406, Park Ridge, Illinois
	 
	 	•	 	3550 North Central Avenue, Suite 1208, Phoenix, Arizona 85012
	 
	 	•	 	900 Ridgefield Drive, Suite 205, Raleigh, North Carolina 27609
	 
	 	•	 	4 British American Blvd., Suite 2, Latham, New York 12110
	 
	 	•	 	7249 Capitol Blvd. South, Olympia, Washington 98501
	 
	 	•	 	116 Cliff Cave Road, Suite 1, St. Louis, Missouri 63129
	 
	 	•	 	22500 Illinois Rt. 9, Tremont, Illinois 61568






			
	 	 	 
	FIRST AMENDMENT TO SECOND AMENDED AND	 	 
	RESTATED PLEDGE AND SECURITY AGREEMENT (Tyler Technologies)
	 	Exhibit A





 









 






	 	•	 	1500 W. 15th St., Washington, North Carolina 27889
	 
	 	•	 	358 U.S. Route 1, Falmouth, Maine 04015
	 
	 	•	 	911 W. Loop 281, Longview, Texas 75606






	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

	 	1G2HX52K5WH224454
	2003 Chevrolet Impala #3298

	 	2G1WF52E239193298
	2008 Ford Taurus, #8035

	 	1FAHF25W48G118035
	2008 Ford Taurus, #1139

	 	1FAHP24W78G121139
	2007 Chevrolet P/U Crew Cab #2663

	 	3GCEK13M07G502663
	1998 Mitsubishi Montero, S#7283

	 	JA4LS41POWP027283
	1995 Saab 900, S# 6942

	 	YS3DD75B4S7016942
	2006 Lexus IS 350 #5647

	 	JTHBE262665005647
	2009 Chevrolet Impala #6955

	 	2G1WT57K591156955
	2010 Ford Fusion SE #3741

	 	3FAHP0HA0AR103741
	2009 Toyota Corolla #4835

	 	1NXBU4OE9ZO94835
	2009 Subaru Impreza Sedan #2754

	 	JF1GE61699H512754
	2009 Subaru Impreza Sedan #5935

	 	JF1GE61669H515935
	2008 Honda Civic #6804

	 	1HGFA16588L006804
	2007 Honda Civic #1588

	 	1HGFA16527L121588







	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