FUTURE COULD
SUPPORT THE ASSERTION OF ANY OF THE RELEASED CLAIMS AGAINST THE RELEASED
PARTIES. THE RELEASING PARTIES FURTHER COVENANT NOT TO SUE THE RELEASED PARTIES
ON ACCOUNT OF ANY OF THE RELEASED CLAIMS, AND EXPRESSLY WAIVE ANY AND ALL
DEFENSES THEY MAY HAVE IN CONNECTION WITH THEIR DEBTS AND OBLIGATIONS UNDER THE
LOAN DOCUMENTS AND THIS AGREEMENT. THIS PARAGRAPH IS IN ADDITION TO AND SHALL
NOT IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO SUE, OR WAIVER BY THE
RELEASING PARTIES IN FAVOR OF THE RELEASED PARTIES.
Section 5.11
INDEMNIFICATION.
BORROWER AND EACH DOMESTIC
SUBSIDIARY HEREBY AGREE TO INDEMNIFY, DEFEND AND SAVE LENDER HARMLESS FROM ANY
AND ALL CLAIMS, LOSSES, COSTS, DAMAGES, LIABILITIES, OBLIGATIONS AND EXPENSES,
INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES (WHETHER INSIDE OR
OUTSIDE COUNSEL IS USED), INCURRED BY LENDER BY REASON OF ANY DEFAULT OR EVENT
OF DEFAULT, IN COMMERCIALLY REASONABLE ACTIONS TO DEFEND OR PROTECT THE LIENS
WHICH SECURE OR PURPORT TO SECURE ALL OR ANY PORTION OF THE
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INDEBTEDNESS, WHETHER EXISTING UNDER ANY LOAN DOCUMENTS OR OTHERWISE OR THE
PRIORITY THEREOF, OR IN COMMERCIALLY REASONABLE ACTS TO ENFORCE THE OBLIGATIONS
OF BORROWER, ANY DOMESTIC SUBSIDIARY, OR ANY OTHER PERSON UNDER OR PURSUANT TO
ANY LOAN DOCUMENT, OR IN THE PROSECUTION OR DEFENSE OF ANY ACTION OR PROCEEDING
CONCERNING ANY MATTER GROWING OUT OF OR CONNECTED WITH THE COLLATERAL OR ANY
LOAN DOCUMENTS, INCLUDING ANY CLAIMS, LOSSES, COSTS, DAMAGES, LIABILITIES,
OBLIGATIONS, AND EXPENSES RESULTING FROM LENDER'S OWN NEGLIGENCE, EXCEPT AND TO
THE EXTENT BUT ONLY TO THE EXTENT CAUSED BY LENDER'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
Section 5.12
ENTIRE AGREEMENT.
THE AGREEMENT, THIS AMENDMENT AND
ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN
CONNECTION WITH THE AGREEMENT OR THIS AMENDMENT EMBODY THE FINAL, ENTIRE
AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS,
AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE
PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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Executed as of the date first written above.
BORROWER:
THOMAS GROUP, INC., a Delaware corporation
By:
/s/
JIM TAYLOR
Jim Taylor
President and Chief Financial Officer
LENDER:
COMERICA BANK
By:
/s/
ROBIN M. KAIN
Robin M. Kain, Vice President
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Joinder
By execution of this Joinder each Domestic Subsidiary hereby expressly
(i) acknowledges and accepts the terms of this Amendment, (ii) affirms the
representations and warranties attributable to each of them in Section 4.3 of
the Amendment, (iii) ratifies and affirms its obligations under its respective
Guaranty Agreement in favor of the Lender (as amended, supplemented or otherwise
modified the "Guaranty Agreement"), as provided in Section 5.2 of the Amendment,
(iv) acknowledges, renews and extends its continued liability under its Guaranty
Agreement and agrees that its Guaranty Agreement remains in full force and
effect, as provided