Exhibit 99.5
AMENDMENT NO. 1 TO
GUARANTY AGREEMENT
AMENDMENT NO. 1 dated July 24, 2001 to Guaranty Agreement
dated July 6, 2000 (hereinafter referred to as the "Original
Guaranty Agreement"), by Electronic Retailing Systems
International, Inc., a corporation duly organized and validly
existing under the laws of the State of Connecticut
(collectively, with each additional guarantor becoming a party
to the Original Guaranty Agreement, as amended hereby, in the
manner therein set forth, hereinafter referred to as the
"Subsidiary Guarantor"), and wholly-owned subsidiary of
Electronic Retailing Systems International, Inc., a corporation
and existing under the laws of the State of Delaware
(hereinafter referred to as the "Maker"), for the benefit of the
holders of the Notes therein identified (as such holders may
from time to time be constituted, hereinafter referred to as the
"Holders").
W I T N E S S E T H:
WHEREAS, the Subsidiary Guarantor has executed the Original
Guaranty Agreement, which remains in full force and effect; and
WHEREAS, the Super-Required Holders (as defined in the
Original Guaranty Agreement) have consented to the amendments to
the Original Guaranty Agreement set forth herein;
NOW, THEREFORE, in exchange for valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the
Subsidiary Guarantor, the Original Guaranty Agreement is hereby
amended so as: (i) to modify the definition of "notes"
thereunder to refer solely to the "8% Notes" (as defined
thereunder); and (ii) to delete the reference under clause (ii)
of Section 1.1 thereof to "and the Security Agreement (as
defined in the Notes) and substitute in lieu thereof a reference
to "and (solely insofar as securing the payment and performance
of the 8% Notes) the Security Agreement (as defined in the
Notes).
IN WITNESS WHEREOF, the Subsidiary Guarantor has executed
this Amendment No. 1 as of the date first-above written.
ELECTRONIC RETAILING SYSTEMS
INTERNATIONAL, INC., a
Connecticut corporation
By s/Norton Xxxxxxxxx
----------------------------
Chairman
ACKNOWLEDGED BY:
ELECTRONIC RETAILING SYSTEMS
INTERNATIONAL, INC., a
Delaware corporation
By s/Norton Xxxxxxxxx
---------------------------
Chairman
