REAFFIRMATION OF VALIDITY GUARANTIES
Exhibit
10.3
REAFFIRMATION OF VALIDITY
GUARANTIES
Reference
is made to (a) the Revolving Credit and Term Loan Agreement dated as of June 20,
2008 (the “Original
Agreement”) by and between ComVest Capital, LLC (the “Lender”) and
ClearPoint Business Resources, Inc. (the “Borrower”), (b) the
Validity Guaranty dated as of June 20, 2008 (the “Xxxxxx Agreement”) by
and among the Lender, the Borrower and Xxxxxxx X. Xxxxxx, (c) the Validity
Guaranty dated as of June 20, 2008 (the “Xxxxxxxx Agreement”;
the Xxxxxx Agreement and the Xxxxxxxx Agreement being referred to herein each as
a “Validity
Guaranty” and collectively as the “Validity Guaranties”)
by and among the Lender, the Borrower and Xxxx Xxxxxxxx, and (d) the Amended and
Restated Revolving Credit Agreement of even date herewith (the “Amended Agreement”)
by and between the Lender and the Borrower, pursuant to which, among other
things, the Lender and the Borrower are restructuring and modifying the terms of
the credit facilities under the Original Agreement and the Borrower is granting
to the Lender certain additional protective rights and assurances.
Each of
the undersigned hereby consents to the execution, delivery and performance of
the Amended Agreement and the Amended and Restated Revolving Credit Note
described therein, and confirms that such execution, delivery and performance of
the Amended Agreement and the Amended and Restated Revolving Credit Note issued
thereunder shall not in any manner affect or impair the undersigned’s
obligations under his respective Validity Guaranty (which shall remain in full
force and effect and be applicable with respect to the Amended
Agreement).
IN
WITNESS WHEREOF, each of the undersigned has executed this Reaffirmation as of
this 14th day of August, 2009.
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx
X. Xxxxxx
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/s/ Xxxx Xxxxxxxx
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Xxxx
Xxxxxxxx
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