AMENDMENT AND AFFIRMATION OF GUARANTY
EXHIBIT 10.31.10
AMENDMENT AND AFFIRMATION OF GUARANTY
This AMENDMENT AND AFFIRMATION OF GUARANTY is made as of February 28, 2007, by and among
SAFEGUARD DELAWARE, INC. (“SDI”), SAFEGUARD SCIENTIFICS (DELAWARE), INC. (“SSI”; collectively with
SDI, “Guarantors”, each, a “Guarantor”) and COMERICA BANK (“Bank”).
RECITALS
Bank and LAUREATE PHARMA, INC. (“Borrower”) are parties to that certain Loan and Security
Agreement dated as of December 1, 2004, as amended, including without limitation by that certain
First Amendment to Loan and Security Agreement dated as of January 31, 2005, that certain Second
Amendment to Loan and Security Agreement dated as of May 6, 2005, that certain Third Amendment to
Loan and Security Agreement dated as of June 20, 2005, that certain letter agreement dated as of
January 28, 2006, that certain Fourth Amendment to Loan and Security Agreement dated as of February
28, 2006, that certain Fifth Amendment to Loan and Security Agreement dated as of August 2, 2006
(collectively, the “Loan Agreement”). Guarantors executed for the benefit of Bank an Unconditional
Guaranty dated as of December 1, 2004, as amended from time to time, including by that certain
Affirmation and Amendment of Guaranty dated as of May 6, 2005, that certain Affirmation and
Amendment of Guaranty dated as of June 20, 2005, that certain Affirmation of Guaranty dated as of
February 28, 2006, and that certain Affirmation of Guaranty dated as of August 2, 2006 (the
“Guaranty”), guarantying amounts owing by Borrower to Bank. Borrower and Bank propose to enter
into a Sixth Amendment to Loan and Security Agreement of even date herewith (the “Amendment’),
which amends the Loan Agreement by, among other things, extending additional credit and extending
the maturity date. Bank has agreed to enter into the Amendment provided, among other things, that
each Guarantor consents to the Amendment 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, each Guarantor agrees as follows:
1. The reference to $9,500,000 in the first paragraph of the Guaranty is amended to read
$15,000,000.
2. Each Guarantor consents to the execution, delivery and performance by Borrower of the
Amendment and the documents and instruments executed in connection therewith. The Guaranty is and
shall remain in full force and effect with respect to Borrower’s Obligations (as defined in the
Loan Agreement) as modified by the Amendment and otherwise. Each Guarantor confirms that such
Guarantor has no defenses against its obligations under the Guaranty.
3. The Guaranty, as amended, shall be and shall remain in full force and effect in accordance
with its 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 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. Each Guarantor ratifies and reaffirms the
continuing effectiveness of all instruments, documents and agreements entered into in connection
with the Guaranty.
4. Each 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. This Amendment and Affirmation may be signed in two or more counterparts, each of
which shall be deemed an original and all of which shall constitute one instrument.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment and Affirmation of Guaranty
as of the first date above written.
| SAFEGUARD DELAWARE, INC. | ||||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||
| Title: | Vice President | |||||
| SAFEGUARD SCIENTIFICS (DELAWARE), INC. | ||||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||
| Title: | Vice President | |||||
| COMERICA BANK | ||||||
| By: | /s/ Xxxx Xxxxxx | |||||
| Title: | Senior Vice President | |||||
2.
