exv10w1



 





Exhibit 10.1




REAFFIRMATION OF GUARANTY




     The undersigned, as Guarantors under those certain Guaranties dated December 22, 2006
(collectively, the “Guaranty”) to NATIONAL CITY BANK, a national banking association (“Bank”)
hereby acknowledges, affirms and agrees as follows:



     1. The Guaranty remains in full force and effect.



     2. CTI GROUP (HOLDINGS), INC. (the “Borrower”) has executed a certain First Amended and
Restated Revolving Line of Credit Promissory Note dated November 13, 2007 in the principal amount
of Three Million and No/100 Dollars ($3,000,000.00) and other documents related thereto
(collectively, the “Loan Modification Documents”).



     3. The Bank has modified the Revolving Line of Credit described in the Loan Modification
Documents in reliance, in part, on the execution of this Reaffirmation of Guaranty and the
continued validity of the Guaranty with respect to the indebtedness of Borrower as evidenced by the
Loan Modification Documents.



     4. The Guaranty shall also guarantee and secure all of the obligations of Borrower under the
Loan Modification Documents and all of the terms of the Guaranty shall relate thereto. All of the
representations and warranties contained in the Guaranty are still true and accurate, and the
execution of the Loan Modification Documents shall not affect, impair, discharge or release any and
all existing obligations of the undersigned under the Guaranty.



     5. The undersigned shall not have and hereby waive(s) any right of subrogation to the rights
of Bank against Borrower, and any right to reimbursement or indemnity from Borrower whatsoever and
all rights of recourse to or with respect to any assets or property of Borrower or any other
guarantor or to any security; provided that such rights are waived if and only to the extent that
the existence of such rights results or would result in a preference in bankruptcy and/or a
disgorgement by Bank of amounts paid by Borrower for or with respect to the indebtedness covered by
the Guaranty and this Reaffirmation. The undersigned further agrees that any and all existing
claims, setoffs or counterclaims which it may have against Borrower in connection with this
indebtedness or against any other guarantor of all or any part of this indebtedness or against any
of their respective properties, are hereby waived.



     6. The undersigned hereby represents, warrants and agrees that there are no offsets,
counterclaims or defenses to the undersigned’s obligations under the Guaranty and expressly waives
any and all such offsets, counterclaims and defenses arising out of any acts, transactions or
omissions on the part of Lender, Borrower or any third party. All documents further evidencing and
securing the obligations of the undersigned under the Guaranty are hereby reaffirmed and Guarantors
acknowledge and agree that all such loan documents constitute legal, valid and binding instruments,
enforceable against the undersigned according to their respective terms. Any and all liens and
security interests of Bank pursuant to such loan documents are duly perfected.



 









 





     EXECUTED this 13 day of November, 2007.



	 	 	 	 	 
	 	 	CTI DATA SOLUTIONS (USA), INC,

a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Birbeck
	 

	 	 	 	 
	 

	 	Its:
	 	Director
	 
	 	 	 	 
	 	 	CTI BILLING SOLUTIONS, INC,

a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Birbeck
	 

	 	 	 	 
	 

	 	Its:
	 	Director
	 
	 	 	 	 
	 	 	CENTILLION DATA SYSTEMS, L.L.C.,

a Delaware limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Birbeck
	 

	 	 	 	 
	 

	 	Its:
	 	Director
	 
	 	 	 	 
	 	 	CTI DATA SOLUTIONS LTD,

a company registered in England
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Birbeck
	 

	 	 	 	 
	 

	 	Its:
	 	Director
	 
	 	 	 	 
	 	 	CTI GROUP LTD

(formerly CTI Billing Solutions Ltd)

a company registered in England
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Birbeck
	 

	 	 	 	 
	 

	 	Its:
	 	Director
	 
	 	 	 	 
	 	 	CTI BILLING SOLUTIONS LTD,

(formerly Ryder Systems Ltd)

a company registered in England
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Birbeck
	 

	 	 	 	 
	 

	 	Its:
	 	Director







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