AMENDMENT AND AFFIRMATION OF GUARANTY (SAFEGUARD SCIENTIFICS, INC.)
EXHIBIT 99.6
AMENDMENT AND AFFIRMATION OF GUARANTY
(SAFEGUARD SCIENTIFICS, INC.)
(SAFEGUARD SCIENTIFICS, INC.)
This AMENDMENT AND AFFIRMATION OF GUARANTY is made as of February 28, 2006, by the undersigned
(“Guarantor”) and COMERICA BANK (“Bank”).
RECITALS
Bank, ALLIANCE CONSULTING GROUP ASSOCIATES, INC. (“Consulting”) and ALLIANCE HOLDINGS, INC.
(“Holdings”; Consulting and Holdings are referred to herein individually as a “Borrower” and
collectively, the “Borrowers”) are parties to that certain Loan and Security Agreement dated as of
September 25, 2003, as amended from time to time, including without limitation by that certain
First Amendment to Loan and Security Agreement dated as of December 12, 2003, that certain Second
Amendment to Loan and Security Agreement dated as of May 27, 2004, that certain Third Amendment to
Loan Documents dated as of August 9, 2004, that certain Fourth Amendment to Loan Documents dated as
of September 30, 2004, that certain Fifth Amendment to Loan Documents dated as of March 11, 2005,
and that certain Sixth Amendment to Loan Documents dated as of June 30, 2005 (collectively, the
“Loan Agreement”). Guarantor executed for the benefit of Bank an Unconditional Guaranty dated as
of September 25, 2003 (the “Guaranty”), guarantying certain amounts owing by Borrowers to Bank.
Borrowers and Bank propose to enter into a Seventh Amendment to Loan Documents of even date
herewith (the “Amendment”), which amends the Loan Agreement by, among other things, restructuring
and extending the maturity date of the credit facilities. Bank has agreed to enter into the
Amendment provided, among other things, that Guarantor consents to the entry by Borrowers into the
Amendment and related documents and agrees that the Guaranty will remain effective. In addition,
the parties desire to amend the Guaranty in accordance with the terms of this Amendment and
Affirmation.
AGREEMENT
NOW, THEREFORE, Guarantor agrees as follows:
1. Guarantor consents to the execution, delivery and performance by Borrower of the Amendment
and the documents and instruments executed in connection therewith, as well as all other amendments
and modifications to the Loan Documents.
2. The last sentence of the introductory paragraph to the Guaranty is hereby amended to read
as follows: “Notwithstanding anything to the contrary in this Guaranty, the maximum amount for
which Guarantors will be liable under this Guaranty shall not exceed the outstanding Line II
Advances plus interest accrued under Revolving Line II and fees and expenses owing under the
Agreement, plus all costs and expenses (including reasonable attorneys fees and expenses) incurred
by Bank in defending or enforcing Bank’s rights under this Guaranty and the Agreement. However,
Guarantors acknowledge that Bank has the right, upon the occurrence and during the continuance of
an Event of Default, to (i) make Line II Advances to repay amounts owing by Borrowers under the
Revolving Line, and such additional Line II Advances shall be subject to this Guaranty as if they
were originally made as Line II Advances and (ii) apply any payments made by Borrower first to any
amounts owing in connection with the Revolving Line under Section 2.1(a) of the Agreement and, only
after repayment in full of all such amounts, apply payments to amounts outstanding under and owing
in connection with Revolving Line II. Guarantors’ maximum liability for principal hereunder shall
decrease by any principal amounts collected by Bank under the Other Safeguard Guaranty. As used
herein “Other Safeguard Guaranty” means that certain Unconditional Guaranty given by SAFEGUARD
DELAWARE, INC. and SAFEGUARD SCIENTIFICS (DELAWARE), INC. to Bank as of September 30, 2004, as
amended from time to time.”
3. Guarantor represents and warrants that the Representations and Warranties contained in the
Guaranty are true and correct as of the date of this Amendment and Affirmation. Unless otherwise
defined, all capitalized terms in this Amendment and Affirmation shall be as defined in the
Guaranty.
4. The Guaranty, as amended hereby, shall be and remain in full force and effect in accordance
with its respective terms and hereby is ratified and confirmed in all respects. Except as
expressly set forth herein, the execution, delivery, and performance of this Amendment and
Affirmation and shall not operate as a waiver of, or as an amendment of, any right, power, or
remedy of Bank under the Guaranty, as in effect prior to the date hereof. Guarantor ratifies and
reaffirms the continuing effectiveness of all instruments, documents and agreements entered into in
connection with the Guaranty.
IN WITNESS WHEREOF, the undersigned Guarantor has executed this Amendment and Affirmation of
Guaranty as of the first date above written.
| SAFEGUARD SCIENTIFICS, INC. | ||||||
| By: | /s/ Xxxxxxxxxxx X. Xxxxx | |||||
| Title: Executive Vice President and Chief
Administrative & Financial Officer |
||||||
| COMERICA BANK | ||||||
| By: | /s/ Xxxx Xxxxxx | |||||
| Title: Senior Vice President | ||||||
