EXHIBIT 99.2 CONSENT AGREEMENT AGREEMENT dated as of the 3rd day of July, 2001 among Systems Holding, Inc., a Delaware corporation (hereinafter referred to as "Holdco"), Electronic Retailing Systems International, Inc., a Delaware corporation...Consent Agreement • July 26th, 2001 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Connecticut
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...Guaranty Agreement • July 26th, 2001 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers)
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").
Exhibit 99.6 AMENDMENT NO. 1 TO CONDITIONAL ASSIGNMENT AND SECURITY AGREEMENT Amendment No. 1 dated as of the 18th day of July, 2001 to the Conditional Assignment and Security Agreement dated as of July 6, 2000 (hereinafter referred to as the...Conditional Assignment and Security Agreement • July 26th, 2001 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers)
