ADDENDUM 1
TO
GUARANTY AGREEMENT
This First Addendum ("Addendum") to that certain
Payment Guaranty ("Guaranty") made by XXXXXXX COMPUTER
RESOURCES, INC., a Delaware corporation ("Guarantor") to THE
FIFTH THIRD BANK OF NORTHERN KENTUCKY, INC., a Kentucky
banking corporation ("Bank") dated October 31, 1997, is
entered into contemporaneously with the execution of the
Guaranty. This Addendum modifies, amends and supplements
the Guaranty as follows:
1. The following sentences are added to the end of
Numbered Paragraph 1 entitled Guaranty:
"This Payment Guaranty shall not extend to any
non-recourse loans made by Bank or any of its affiliates to
Borrower. Obligations shall specifically include, but not
be limited to, the Revolving Credit Facility, the Draw
Facility (both as defined in that certain Loan Agreement
dated October 31, 1997 by and between the Bank and Borrower)
and any promissory notes evidencing such facilities."
2. The following sentence is added to the end of
Numbered Paragraph 3 entitled Waiver of Notice:
"Provided however, Bank shall provide Guarantor
with written notice at the above address of the occurrence
of an Event of Default under the Loan Agreement prior to any
enforcement of this Guaranty as a result of such Event of
Default".
3. The following paragraph is added to the Guaranty:
6. WARRANTIES AND REPRESENTATIONS: To induce
the Bank to make the loans to the Borrower, the Guarantor
warrants and represents to the Bank as follows:
a. The Guarantor is a corporation duly
organized, validly existing and in good standing under the
laws of the State of Delaware. The Guarantor has all
necessary power and authority to carry on its business
conducted on the date of this Guaranty. The Guarantor is
qualified to do business as a foreign corporation in the
State of Kentucky.
b. No registration with or consent or
approval of any governmental agency of any kind is required
for the execution, delivery, performance and enforceability
of this Guaranty.
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c. The Guarantor's execution, delivery, and
performance of this Guaranty does not and will not (a)
violate any existing provision of the articles of
incorporation or bylaws of the Guarantor, or any law, rule,
regulation, or judgment, order or decree applicable to the
Guarantor, or (b) otherwise constitute a default, or result
in the imposition of any lien under (1) any existing
contract or other obligation binding upon the Guarantor or
its respective property, with or without the passage of time
or the giving of notice or both, or (2) any law, rule or
regulation applicable to the Guarantor or its business, or
(3) any judgment, order or decree of any court or
administrative agency applicable to the Guarantor or its
business.
d. The execution, delivery and performance
by the Guarantor of the Guaranty has been duly authorized,
and the Guaranty has been duly executed and delivered and
constitute legal, valid and binding obligations enforceable
against the Guarantor.
e. The Guarantor is not in default with
respect to any judgment, order, writ, injunction, decree or
demand of any court, arbitrator or governmental agency or
body.
4. In the preamble paragraph, in the third line,
delete the words "jointly and severally, if more than one,".
5. In Numbered Paragraph 1 entitled Guaranty, in the
second line, delete the words "each" and "jointly and
severally".
6. In Numbered Paragraph 5, in subparagraph (a),
delete the words "heirs, executors, administrators" and the
words "and if there be more than one Guarantor their
obligations shall be joint and several"; delete subparagraph
(g) in its entirety; in subparagraph (j), delete the word
"Each" and add the words "pursuant to the terms of the Loan
Agreement" after the word "proceedings"; and in subparagraph
(k), delete the word "EACH".
7. Except as specifically and expressly modified,
amended or supplemented hereby, the terms and conditions of
the Guaranty shall be and remain in full force and effect.
IN WITNESS WHEREOF, this Addendum is executed as of
this 31st day of October, 1997.
THE FIFTH THIRD BANK OF
NORTHERN KENTUCKY, INC.
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By:____________________________
Title:_________________________
XXXXXXX COMPUTER
RESOURCES, INC.
By:____________________________
Title:_________________________
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