Free Response to Motion - District Court of Colorado - Colorado

Case 1:03-cv-01973-PSF-MJW

Document 159-4

Filed 10/11/2005

Page 1 of 4

EXHIBIT C

EXHIBIT C

Case 1:03-cv-01973-PSF-MJW

Document 159-4

Filed 10/11/2005

Page 2 of 4

From: Sent: To: Cc: Subject:

Jeff Sauter [[email protected]] Sunday, September 16, 2001 9:20 PM Douglas Leckie Mark Walker; Dave Menzel; Jay Knutson; Jeffrey R. Sauter; Roger Flint SECOND AMENDMENT TO REVOLVING CONVERTIBLE NOTE

SECOND `lENT TO GUARAI
Doug, attached is a copy of the amended guaranty for amounts in excess of $600k. I've forwarded personalized versions to Roger, Dave, and Jay for their signatures. Notice that it specifically does not modify the guaranty on all amounts up to $600k and therefore only applies to new borrowings. Hope this correctly reflects what we discussed on the phone. I'll collect everyone's signed originals and send them on for your records. I'll call you Tuesday to let you know whether we will be able to invoice Worldcom and Sprint this week and what our resulting cash requirements will be. Let me know if you need anything further, Jeff

Wa1ker002545
1

Case 1:03-cv-01973-PSF-MJW

Document 159-4

Filed 10/11/2005

Page 3 of 4

Second Amendment to Guaranty of Jeffrey R. Sauter
This Second Amendment to Guaranty ofJeffrey R. Sauter (the "Amendment") is made as of September 18, 2001, by Jeffrey R. Sauter (the "Guarantor") and Walker Group, Inc. (the "Beneficiary"), collectively referred to herein as the "Parties." WHEREAS, the Parties entered into a Guaranty Agreement (the "Guaranty") dated October 10, 2000, whereby Guarantor unconditionally guaranteed to Beneficiary the full and prompt payment or performance of certain Obligations, as defined in the Guaranty. WHEREAS, the Parties desire to amend the Guaranty to increase the amount of the Note that is included in the guaranteed Obligations above the current amount of $600,000. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, the Parties, intending to be legally bound, hereby agree as follows: 1. Amendment of Principal Amount of Note (as amended). The first sentence of the first paragraph following the heading, "RECITALS," which reads, "Guarantor desires that Beneficiary advance to First Layer Communications, Inc., a Colorado corporation (the "Company"), an amount equal to Five Hundred Thousand and No/100 Dollars ($500,000.00) to be evidenced by a revolving convertible promissory note, dated as of the date hereof, made by the Company payable to the Beneficiary (the "Note")," is amended to read "Guarantor desires that Beneficiary advance to First Layer Communications, Inc., a Colorado corporation (the "Company"), amounts in excess of Six Hundred Thousand and No/100 Dollars ($600,000.00) to be evidenced by a revolving convertible promissory note, dated as of the date hereof, made by the Company payable to the Beneficiary (the "Note"). Guarantor shall be personally responsible for such proportional share of such amounts above Six Hundred Thousand and No/100 Dollars as is equal to his/her pro rata capital ownership in First Layer Communications, Inc. among the Guarantor Group including JEH Knutson (29.63%), David S. Menzel (29.63%), Roger L. Flint (29.63%), and JeffreyR. Sauter (11.11%)." 2. No Other Amendments. The Parties agree to this Amendment as an amendment to the Guaranty. Except as specifically set forth herein, the terms of the Guaranty remain unchanged, effective and fully enforceable. 3. No Novation. This Amendment shall not in any way release or limit those obligations of Guarantor created by the Guaranty, but shall create an additional
Wa1ker002546

Case 1:03-cv-01973-PSF-MJW

Document 159-4

Filed 10/11/2005

Page 4 of 4

I
obligation to repay the amount by which the principal amount of the Note is hereby increased. 4. Capitalized Terms. Any capitalized term not defined herein shall have the meaning set forth in the Guaranty for such term. IN WITNESS WHEREOF, Guarantor has caused this Amendment to be executed, and Beneficiary has caused this Amendment to be executed by its duly authorized officer, as of the date first above written.

Jeffrey R. Sauter, Guarantor

WALKER GROUP, INC.

By: Title: _________________________________

02560-207219 WINLIBO1:887951.1

Wa1ker002547

2