0000893220-05-000558 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2005 • Safeguard Scientifics Inc • Services-business services, nec

This First Amendment to Amended and Restated Loan and Security Agreement is entered into as of March 19, 2004 (the “Amendment”), by and between COMERICA BANK, successor by merger to Comerica Bank — California (“Bank”) and MANTAS, INC. (“Borrower”).

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SECOND AMENDMENT TO LOAN DOCUMENTS
Loan Documents • March 15th, 2005 • Safeguard Scientifics Inc • Services-business services, nec

This Second Amendment to Loan Documents is entered into as of May 27, 2004 (the “Amendment”), by and between COMERICA BANK (“Bank”), ALLIANCE CONSULTING GROUP ASSOCIATES, INC. (“Consulting”) and ALLIANCE HOLDINGS, INC., (“Holdings”; Alliance and Holdings are referred to herein individually as a “Borrower” and collectively, the “Borrowers”).

FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2005 • Safeguard Scientifics Inc • Services-business services, nec

This Fourth Amendment to Amended and Restated Loan and Security Agreement is entered into as of March 14, 2005 (the “Amendment”), by and between COMERICA BANK, successor by merger to Comerica Bank — California (“Bank”) and MANTAS, INC. (“Borrower”).

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2005 • Safeguard Scientifics Inc • Services-business services, nec

This First Amendment to Loan and Security Agreement (the “Amendment”) is entered into as of December 12, 2003, by and between COMERICA BANK (“Bank”) and ALLIANCE CONSULTING GROUP ASSOCIATES, INC. and ALLIANCE HOLDINGS, INC. (individually, a “Borrower” and collectively, the “Borrowers”).

MANTAS, INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2005 • Safeguard Scientifics Inc • Services-business services, nec • California

This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of December 15, 2002, by and between COMERICA BANK-CALIFORNIA (“Bank”) and MANTAS, INC. (“Borrower”).

ALLIANCE CONSULTING GROUP ASSOCIATES, INC. AND ALLIANCE HOLDINGS, INC. LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2005 • Safeguard Scientifics Inc • Services-business services, nec • California

This LOAN AND SECURITY AGREEMENT is entered into as of September 25, 2003 by and among COMERICA BANK (“Bank”) and ALLIANCE CONSULTING GROUP ASSOCIATES, INC. and ALLIANCE HOLDINGS, INC., (individually, a “Borrower” and collectively, the “Borrowers”).

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2005 • Safeguard Scientifics Inc • Services-business services, nec

This Second Amendment to Amended and Restated Loan and Security Agreement is entered into as of March 31, 2004 (the “Amendment”), by and between COMERICA BANK, successor by merger to Comerica Bank — California (“Bank”) and MANTAS, INC. (“Borrower”).

THIRD AMENDMENT TO LOAN DOCUMENTS
Loan Documents • March 15th, 2005 • Safeguard Scientifics Inc • Services-business services, nec

This Third Amendment to Loan Documents is entered into as of August 9, 2004 (the “Amendment”), by and between COMERICA BANK (“Bank”), ALLIANCE CONSULTING GROUP ASSOCIATES, INC. (“Consulting”) and ALLIANCE HOLDINGS, INC., (“Holdings”; Alliance and Holdings are referred to herein individually as a “Borrower” and collectively, the “Borrowers”).

UNCONDITIONAL GUARANTY
Safeguard Scientifics Inc • March 15th, 2005 • Services-business services, nec • California

For and in consideration of the loan to SAFEGUARD DELAWARE, INC. and SAFEGUARD SCIENTIFICS (DELAWARE), INC. (collectively, the “Borrower”), which loan is made pursuant to a Loan Agreement among Borrower and Comerica Bank-California (“Bank”), as amended from time to time (the “Agreement”), and acknowledging that Bank would not enter into the Agreement without the benefit of this Guaranty, the undersigned SAFEGUARD SCIENTIFICS, INC. (“Guarantor”) hereby unconditionally and irrevocably guarantees the prompt and complete payment of all amounts that Borrower owes to Bank and performance by Borrower of the Agreement and any other agreements between Borrower and Bank, as amended from time to time (collectively referred to as the “Agreements”), in strict accordance with their respective terms. The liability of Guarantor hereunder shall not exceed a principal amount of $25,000,000 plus interest and the fees and expenses incurred by Bank in enforcing the Loan Documents.

FIFTH AMENDMENT TO LOAN DOCUMENTS
Loan Documents • March 15th, 2005 • Safeguard Scientifics Inc • Services-business services, nec

This Fifth Amendment to Loan Documents is entered into as of March 11, 2005 (the “Amendment”), by and among COMERICA BANK (“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”).

UNCONDITIONAL GUARANTY
Unconditional Guaranty • March 15th, 2005 • Safeguard Scientifics Inc • Services-business services, nec • California

For and in consideration of the loan by COMERICA BANK, successor by merger to COMERICA BANK-CALIFORNIA (“Bank”) to MANTAS, INC. (“Borrower”), which loan is made pursuant to an Amended and Restated Loan and Security Agreement dated as of December 15, 2002, as amended from time to time, including without limitation by that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of March 19, 2004 and that certain Second Amendment to Amended and Restated Loan and Security Agreement (the “Second Amendment”) dated as of the date hereof (collectively, the “Agreement”), and acknowledging that Bank would not enter into the Second Amendment without the benefit of this Guaranty, the undersigned SAFEGUARD DELAWARE, INC. (“Guarantor”) hereby unconditionally and irrevocably guarantees the prompt and complete payment of all amounts that Borrower owes to Bank and performance by Borrower of the Agreement, in strict accordance with its respective terms. All terms used withou

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