DISCRETION AND SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT A ("COMERICA
AMENDMENT"), EVIDENCING AN EXTENSION OF THE MATURITY DATE OF THE COMERICA
SUBORDINATED DEBT TO A DATE NO EARLIER THAN FEBRUARY 26, 2010.
(B)
UPON THE EFFECTIVENESS OF THIS AMENDMENT,
LENDER HEREBY CONSENTS TO BORROWER ENTERING INTO THE SECOND AMENDED AND RESTATED
SENIOR SUBORDINATED REVOLVING CREDIT AGREEMENT, SECOND AMENDED AND RESTATED
REVOLVING CREDIT NOTE, THIRD AMENDMENT TO AMENDED AND RESTATED REIMBURSEMENT AND
INDEMNITY AGREEMENT, AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AND
WARRANTS, IN FORM AND SUBSTANCE SATISFACTORY TO LENDER IN ITS SOLE DISCRETION
AND SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT B ("AMENDED SAFEGUARD
LOAN DOCUMENTS"), EVIDENCING AN EXTENSION OF THE MATURITY DATE OF THE SAFEGUARD
SUBORDINATED DEBT TO A DATE NO EARLIER THAN APRIL 1, 2010.
3.
AMENDMENT FEE. PRIOR THE TO THE
EFFECTIVENESS OF THIS AMENDMENT, BORROWERS SHALL PAY TO LENDER A NONREFUNDABLE
AMENDMENT FEE ("AMENDMENT FEE") EQUAL TO $40,000, WHICH AMENDMENT FEE SHALL BE
FULLY EARNED UPON EXECUTION OF THIS AMENDMENT.
3
4.
REPRESENTATIONS AND WARRANTIES. EACH
BORROWER REPRESENTS AND WARRANTS TO LENDER THAT:
(A)
ALL WARRANTIES AND REPRESENTATIONS MADE TO
LENDER UNDER THE CREDIT AGREEMENT AND THE EXISTING CREDIT DOCUMENTS ARE TRUE AND
CORRECT AS OF THE DATE HEREOF (EXCEPT AS TO SUCH WARRANTIES AND REPRESENTATIONS
WHICH ARE AS OF A SPECIFIC DATE, WHICH WARRANTIES AND REPRESENTATIONS ARE TRUE
AND CORRECT AS OF SUCH DATE).
(B)
THE EXECUTION AND DELIVERY BY SUCH BORROWER
OF THIS AMENDMENT THE PERFORMANCE BY IT OF THE TRANSACTIONS HEREIN CONTEMPLATED
(I) ARE AND WILL BE WITHIN ITS POWERS, (II) HAVE BEEN AUTHORIZED BY ALL
NECESSARY ORGANIZATIONAL ACTION, AND (III) ARE NOT AND WILL NOT BE IN
CONTRAVENTION OF ANY ORDER OF ANY COURT OR OTHER AGENCY OF GOVERNMENT, OF LAW OR
ANY OTHER INDENTURE, AGREEMENT OR UNDERTAKING TO WHICH ANY BORROWER IS A PARTY
OR BY WHICH THE PROPERTY OF SUCH BORROWER IS BOUND, OR BE IN CONFLICT WITH,
RESULT IN A BREACH OF, OR CONSTITUTE (WITH DUE NOTICE AND/OR LAPSE OF TIME) A
DEFAULT UNDER ANY SUCH INDENTURE, AGREEMENT OR UNDERTAKING OR RESULT IN THE
IMPOSITION OF ANY LIEN, CHARGE OR ENCUMBRANCE OF ANY NATURE ON ANY OF THE
PROPERTIES OF SUCH BORROWER.
(C)
THIS AMENDMENT AND ANY ASSIGNMENT,
INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED AND DELIVERED IN CONNECTION
HEREWITH, IS VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH ITS RESPECTIVE
TERMS.
(D)
NO EVENT OF DEFAULT OR UNMATURED EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING UNDER THE CREDIT AGREEMENT OR ANY OF THE
OTHER EXISTING CREDIT DOCUMENTS.
5.
EFFECTIVENESS CONDITIONS. THIS
AMENDMENT SHALL BE EFFECTIVE UPON COMPLETION OF THE FOLLOWING CONDITIONS
PRECEDENT (ALL DOCUMENTS AND OTHER ITEMS TO BE IN FORM AND SUBSTANCE
SATISFACTORY TO LENDER AND LENDER'S COUNSEL):
(A)
EXECUTION AND DELIVERY BY BORROWERS OF THIS
AMENDMENT;
(B)
DELIVERY OF THE FULLY EXECUTED SAFEGUARD
SUBORDINATION AGREEMENT;
(C)
DELIVERY BY BORROWERS OF THE FULLY EXECUTED
COMERICA AMENDMENT, ALONG WITH (I) A COPY OF THE WRITTEN CONSENT TO SUCH
AMENDMENT FROM SAFEGUARD DELAWARE, INC. AND SAFEGUARD SCIENTIFICS
(DELAWARE),