exv10w2



 





EXHIBIT 10.2



AFFIRMATION AND AMENDMENT OF GUARANTY




                    This AFFIRMATION AND AMENDMENT OF GUARANTY is entered into as of September
30, 2004, by and between SAFEGUARD SCIENTIFICS, INC. (“Guarantor”) and COMERICA
BANK, successor by merger to Comerica Bank – California (“Bank”).



RECITALS




                    Bank, SAFEGUARD DELAWARE, INC. and SAFEGUARD SCIENTIFICS (DELAWARE), INC.
(collectively, the “Borrowers”) are parties to that certain Loan Agreement
dated as of May 10, 2002, as amended by a First Amendment to Loan Agreement
dated as of May 9, 2003, a Second Amendment to Loan Agreement dated as of
February 12, 2004, and a Third Amendment to Loan Agreement dated as of May 8,
2004 (as so amended, the “Loan Agreement”). Guarantor executed for the benefit
of Bank an Unconditional Guaranty (the “Guaranty”), guarantying amounts owing
by Borrowers to Bank. Borrowers and Bank propose to enter into a Fourth
Amendment to Loan Agreement of even date herewith (the “Amendment”), which
amends the Loan Agreement by, among other things, extending additional credit
and increasing its maturity. Bank has agreed to enter into the Amendment
provided, among other things, that Guarantor consents to the Amendment and
agrees that the Guaranty will remain effective. In addition, the parties
desire to amend the Guaranty in accordance with the terms of this Amendment and
Affirmation.



AGREEMENT




                    NOW, THEREFORE, the parties agrees as follows:



                    1.           The last sentence of the introductory paragraph of the Guaranty is
hereby amended to read as follows: “The liability of Guarantor hereunder shall
not exceed a principal amount of $55,000,000 plus interest and the fees and
expenses incurred by Bank in enforcing the Loan Documents.”



                    2.           Guarantor consents to the execution, delivery and performance by
Borrowers of the Amendment and the documents and instruments executed in
connection therewith. The Guaranty is and shall remain in full force and
effect with respect to each Borrower’s Obligations (as defined in the Loan
Agreement), as modified by the Amendment. Guarantor confirms that, as of the
date hereof, Guarantor has no defenses against its obligations under the
Guaranty.



                    3.           The Guaranty, as amended hereby, shall be and remain in full force and
effect in accordance with its respective terms and hereby is ratified and
confirmed in all respects. Except as expressly set forth herein, the
execution, delivery, and performance of this Amendment and Affirmation and
shall not operate as a waiver of, or as an amendment of, any right, power, or
remedy of Bank under the Guaranty, as in effect prior to the date hereof.
Guarantor ratifies and reaffirms the continuing effectiveness of all
instruments, documents and agreements entered into in connection with the
Guaranty.



                    4.           Guarantor represents and warrants that the Representations and
Warranties contained in the Guaranty are true and correct as of the date of
this Amendment and Affirmation (other than those made as of a specific date, as
to which such representations and warranties are true and correct as of such
date). Unless otherwise defined, all capitalized terms in this Amendment and
Affirmation shall be as defined in the Guaranty. This Amendment and
Affirmation may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one instrument.



 









 





                    IN WITNESS WHEREOF, the undersigned have executed this Affirmation and
Amendment of Guaranty as of the first date above written.



	 	 	 	 	 
	 	 	SAFEGUARD SCIENTIFICS, INC.
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By:
	 	/s/ Steve Grenfell
	

	 	 	 	
 
	 
	 	 	 	 
	

	 	Title:
	 	Vice President
	

	 	 	 	
 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	COMERICA BANK
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By:
	 	/s/ Talene Salmastlian
	

	 	 	 	
 
	 
	 	 	 	 
	

	 	Title:
	 	Corporate Banking Officer