Common use of Source and Amount of Funds Clause in Contracts

Source and Amount of Funds. Purchaser has obtained a financing commitment from PNC Bank, National Association ("Lender") to provide Purchaser with up to $6.25 million in debt financing in connection with the Offer (the "Acquisition Loan") to provide the funds for the Offer and the Merger and the expenses of the Offer and the Merger. Additionally, Xxxxxx has agreed that its existing $12 million revolving line of credit with Judge Group (the "Credit Agreement") will remain in effect upon closing of the Merger, provided that amounts borrowed under the Acquisition Loan shall reduce the amount available under the Credit Agreement. Proceeds of the Acquisition Loan and funds available under the Credit Agreement will be used to fund payment for any remaining Shares cashed out as a result of the Merger and for expenses. There is a possibility that Purchaser will not obtain such funds due to various conditions in the commitment letter not being met. The amount of funds required to purchase the maximum amount of outstanding Shares that are being sought in the Offer is approximately $5,289,435 and the estimated expenses of the Offer and the Merger are approximately $850,000. Purchaser currently has no other financing arrangements or alternative financing plans in place in the event that funding pursuant to the commitment letter from Lender (the "Commitment Letter") is unavailable. The Acquisition Loan. Xxxxxx has agreed to make a loan to Purchaser of up to $6.25 million, to be secured by the assets of Judge Group, and upon such other terms and conditions described in the Commitment Letter. The funds advanced in the Acquisition Loan will be based on the number of Shares tendered in the Offer and acquired in the Merger at a price of $1.05 per Share and the expenses of the Offer and the Merger. The purpose of the Acquisition Loan is to provide the funds for Purchaser to acquire Judge Group and pay related expenses. Lender may terminate its obligations under the commitment letter if: o the terms of the Exchange, Offer or Merger are changed in any material respect; o if any material information submitted to Lender proves to have been inaccurate or incomplete in any material respect; o if any material adverse change occurs; or o any additional information is disclosed to or discovered by Xxxxxx, whether prior to Purchaser's acceptance of the financing commitment or during the period of such acceptance until the execution of definitive documentation, which Lender deems materially adverse in respect of the condition (financial or otherwise), business, operations, assets, nature of assets, liabilities or prospects of Purchaser or to the proposed transactions. The Acquisition Loan is conditioned upon o No material adverse change in the condition, financial or otherwise, operations, properties, assets or prospects of the Purchaser; o No material threatened or pending litigation against or regulatory challenge to any of the Exchange, Offer, Merger or Purchaser; o Satisfactory documentation and satisfactory legal review of all documentation; satisfactory legal opinions from the Purchaser's counsel regarding the contemplated transactions and the Loan; o Any advance of the Loan to the Purchaser shall be subject to all of the same conditions which exist under the Credit Agreement as described below, including sufficient availability under the borrowing base as if the Loan were an Advance under (and as such term is defined in) the Credit Agreement, and satisfaction of the Stock Repurchase Conditions before and after giving effect to the Loan; o The Exchange shall have been consummated; o The Majority of the Minority Condition and the Minimum Tender Condition shall have been satisfied and the Offer completed; and o The Merger shall have occurred promptly following and on the same day as the completion of the Offer. Following a successful consummation of the Offer and the Merger, Purchaser shall join in the Credit Agreement as a borrower thereunder. The amount borrowed under the Acquisition Loan shall be included and become part of the obligations under the Credit Agreement and shall reduce the amount of funds available under the Credit Agreement. Borrowings under the Acquisition Loan shall be secured by all of the collateral under the Credit Agreement. The interest rate applicable to amounts borrowed under the Acquisition Loan will be the same as the interest rate applicable under the Credit Agreement. The Acquisition Loan will mature as set forth in the Credit Agreement. Purchaser shall pay all expenses including reasonable legal, accounting, search and filing and any other expenses incurred in structuring, documenting, closing, monitoring or the enforcement of agreements, whether or not the Loan closes. In addition, Xxxxxxxxx has agreed to indemnify Xxxxxx and each director, officer, employee and affiliate thereof from and against any or all losses, claims, damages, expenses and liabilities relating to the Acquisition Loan. This summary of the Acquisition Loan does not purport to be complete and is qualified in its entirety by reference to the Commitment Letter, which is filed as an exhibit to Schedule TO and which is incorporated herein by reference, and any further documents or instruments that Purchaser may enter into in connection with the Acquisition Loan. The Credit Agreement. The Credit Agreement is a $12.0 million revolving advance facility between Judge Group and Lender. The Credit Agreement was amended during April 2003 to establish the $12.0 million maximum amount available. This facility allows Judge Group to borrow the lesser of 85% of eligible accounts receivable or $12.0 million. As of March 31, 2003, Judge Group had approximately $2.7 million outstanding against the Credit Agreement. The Credit Agreement expires on April 30, 2006. The Credit Agreement is secured by substantially all of Judge Group's assets and contains customary restrictive covenants. The covenants include limitations on loans Judge Group may extend to officers and employees, the incurrence of additional debt and a prohibition of the payment of dividends on Judge Group common shares. The Credit Agreement bears interest, at Judge Group's option, at either the Lender's prime rate, which was 4.25% at March 31, 2003, or a margin, ranging from 175 basis points to 225 basis points, over the London Inter-Bank Offering Rate, determined by Judge Group achieving certain liquidity ratios. The Credit Agreement allows for a repurchase of Judge Group stock only if the following conditions are satisfied: o availability remains at least $2 million; o Judge Group and its subsidiaries on a consolidated basis have a positive net income (excluding extraordinary gain) for the portion of the completed fiscal year ending at the fiscal quarter immediately preceding the proposed repurchase; o any subordinated indebtedness to be incurred in connection with the purchase is approved by the Lender; o Lender shall have received pro forma financial statements giving effect to the repurchase which are reasonably satisfactory to Lender in form and substance; o Judge Group is in compliance with the financial covenants related to leverage ratio and cash flow coverage after giving effect to the purchase; and o No events of default exist.

Source and Amount of Funds. Purchaser has obtained believes that the financial condition of Parent, Purchaser and their respective affiliates is not material to a financing commitment from PNC Bank, National Association decision by a holder of Shares whether to tender such Shares in the Offer because ("Lender"i) to provide Purchaser with up to $6.25 million in debt financing was organized solely in connection with the Offer (the "Acquisition Loan") to provide the funds for the Offer and the Merger and and, prior to the expenses of Expiration Date, will not carry on any activities other than in connection with the Offer and the Merger. Additionally, Xxxxxx has agreed that its existing $12 million revolving line of credit with Judge Group ; (the "Credit Agreement"ii) will remain in effect upon closing of the Merger, provided that amounts borrowed under the Acquisition Loan shall reduce the amount available under the Credit Agreement. Proceeds of the Acquisition Loan and funds available under the Credit Agreement will be used to fund payment for any remaining Shares cashed out as a result of the Merger and for expenses. There is a possibility that Purchaser will not obtain such funds due to various conditions in the commitment letter not being met. The amount of funds required to purchase the maximum amount of outstanding Shares that are being sought in the Offer is approximately $5,289,435 being made for all outstanding Shares solely for cash; (iii) if Purchaser consummates the Offer, Purchaser expects to acquire all remaining Shares for the same cash price in the Merger; and (iv) the estimated expenses Purchaser has received equity and debt commitments sufficient to purchase all of the Offer and the Merger are approximately $850,000. Purchaser currently has no other financing arrangements or alternative financing plans in place in the event that funding Shares tendered pursuant to the commitment letter from Lender (the "Commitment Letter") is unavailable. The Acquisition Loan. Xxxxxx has agreed Offer and, together with cash at AMPAC, will have sufficient funds to make a loan to Purchaser of up to $6.25 million, to be secured by the assets of Judge Group, and upon such other terms and conditions described in the Commitment Letter. The funds advanced in the Acquisition Loan will be based on the number of Shares tendered in the Offer and acquired in the Merger at a price of $1.05 per Share and the expenses of the Offer and consummate the Merger. The purpose of the Acquisition Loan Offer is to provide the funds for Purchaser to acquire Judge Group and pay related expenses. Lender may terminate its obligations under the commitment letter if: o the terms of the Exchange, Offer or Merger are changed in any material respect; o if any material information submitted to Lender proves to have been inaccurate or incomplete in any material respect; o if any material adverse change occurs; or o any additional information is disclosed to or discovered by Xxxxxx, whether prior to Purchaser's acceptance of the financing commitment or during the period of such acceptance until the execution of definitive documentation, which Lender deems materially adverse in respect of the condition (financial or otherwise), business, operations, assets, nature of assets, liabilities or prospects of Purchaser or to the proposed transactions. The Acquisition Loan is conditioned upon o No material adverse change in the condition, financial or otherwise, operations, properties, assets or prospects of the Purchaser; o No material threatened or pending litigation against or regulatory challenge not subject to any of financing condition. Parent and Purchaser estimate that the Exchange, Offer, Merger or Purchaser; o Satisfactory documentation and satisfactory legal review of all documentation; satisfactory legal opinions from the Purchaser's counsel regarding the contemplated transactions and the Loan; o Any advance of the Loan total funds required to the Purchaser shall be subject to all of the same conditions which exist under the Credit Agreement as described below, including sufficient availability under the borrowing base as if the Loan were an Advance under (and as such term is defined in) the Credit Agreement, and satisfaction of the Stock Repurchase Conditions before and after giving effect to the Loan; o The Exchange shall have been consummated; o The Majority of the Minority Condition and the Minimum Tender Condition shall have been satisfied and the Offer completed; and o The Merger shall have occurred promptly following and on the same day as the completion of the Offer. Following a successful consummation of complete the Offer and the Merger, to repay debt of AMPAC, to pay related transaction fees and expenses, and to fund working capital at the Merger Closing will be approximately $501.5 million. Purchaser shall join in the Credit Agreement anticipates funding these payments with a combination of Debt Financing and Equity Financing (as a borrower thereunderdefined below) as described herein and, certain cash on hand of AMPAC. The amount borrowed under the Acquisition Loan shall be included and become part Funding of the obligations under Debt Financing and Equity Financing is subject to the Credit Agreement and shall reduce the amount satisfaction of funds available under the Credit Agreement. Borrowings under the Acquisition Loan shall be secured by all of the collateral under the Credit Agreement. The interest rate applicable to amounts borrowed under the Acquisition Loan will be the same as the interest rate applicable under the Credit Agreement. The Acquisition Loan will mature as various conditions set forth in the Credit commitment letters pursuant to which the Debt Financing and Equity Financing will be provided which are described below under “—Equity Financing” and “—Debt Financing.” Under the Merger Agreement, Parent and Purchaser are permitted to amend, replace, supplement or otherwise modify or grant waivers of any of its rights under the financing commitments without the written consent of AMPAC, unless such amendment, replacement, supplement or other modification or waiver would: • reduce the aggregate amount of the financing; or • impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the Debt Financing or Equity Financing in a manner that would reasonably be expected to (i) delay or prevent the timely funding of the financing (or satisfaction of the conditions to the financing) on the Expiration Date or the Closing Date or (ii) adversely impact the ability of Parent, Purchaser or AMPAC, as applicable, to enforce its rights against other parties to the Debt Commitment Letter and Equity Commitment Letter (as defined below), in each of clauses (i) and (ii) in any material respect. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (as defined below), (A) Parent and Purchaser shall pay all expenses including promptly notify AMPAC and (B) Parent and Purchaser shall use their reasonable legalbest efforts to arrange and obtain, accountingand to negotiate and enter into definitive agreements with respect to, search alternative financing from alternative sources in an amount sufficient to consummate the Offer and filing the Merger with terms and any other expenses incurred conditions not materially less favorable to Parent and Purchaser (or their Affiliates) than the terms and conditions set forth in structuring, documenting, closing, monitoring or the enforcement Debt Commitment Letter (as defined below) as promptly as practicable following the occurrence of agreements, whether or not such event but no later than the Loan closesOffer Closing Date. In addition, Xxxxxxxxx has agreed to indemnify Xxxxxx and each directorunder the Merger Agreement, officer, employee and affiliate thereof from and against any or all losses, claims, damages, expenses and liabilities relating to the Acquisition Loan. This summary of the Acquisition Loan does not purport to be complete and is qualified in its entirety by reference to the Commitment Letter, which is filed as an exhibit to Schedule TO and which is incorporated herein by referencePurchaser may elect to, and any further documents in certain circumstances may be required to (and Parent must cause Purchaser to), extend the Offer on one or instruments that Purchaser may enter into in connection with the Acquisition Loan. The Credit Agreement. The Credit Agreement is a $12.0 million revolving advance facility between Judge Group and Lender. The Credit Agreement was amended during April 2003 to establish the $12.0 million maximum amount available. This facility allows Judge Group to borrow the lesser of 85% of eligible accounts receivable or $12.0 million. As of March 31, 2003, Judge Group had approximately $2.7 million outstanding against the Credit Agreement. The Credit Agreement expires on April 30, 2006. The Credit Agreement is secured by substantially all of Judge Group's assets and contains customary restrictive covenants. The covenants include limitations on loans Judge Group may extend to officers and employees, the incurrence of additional debt and a prohibition of the payment of dividends on Judge Group common shares. The Credit Agreement bears interest, at Judge Group's option, at either the Lender's prime rate, which was 4.25% at March 31, 2003, or a margin, ranging from 175 basis points to 225 basis points, over the London Inter-Bank Offering Rate, determined by Judge Group achieving more occasions if certain liquidity ratios. The Credit Agreement allows for a repurchase of Judge Group stock only if the following conditions are have not been satisfied: o availability remains at least $2 million; o Judge Group and its subsidiaries on a consolidated basis have a positive net income (excluding extraordinary gain) for the portion of the completed fiscal year ending at the fiscal quarter immediately preceding the proposed repurchase; o any subordinated indebtedness to be incurred in connection with the purchase is approved by the Lender; o Lender shall have received pro forma financial statements giving effect to the repurchase which are reasonably satisfactory to Lender in form and substance; o Judge Group is in compliance with the financial covenants related to leverage ratio and cash flow coverage after giving effect to the purchase; and o No events of default exist.

Source and Amount of Funds. The Purchaser has obtained believes that the financial condition of Parent, the Purchaser and their respective affiliates is not material to a financing commitment from PNC Bank, National Association decision by a holder of Shares whether to tender such Shares in the Offer because ("Lender"i) to provide the Purchaser with up to $6.25 million in debt financing was organized solely in connection with the Offer and the Merger and, prior to the Expiration Time, will not carry on any activities other than in connection with the Offer and the Merger; (ii) the "Acquisition Loan"Offer is being made for all outstanding Shares solely for cash; (iii) if the Purchaser consummates the Offer, the Parent expects to provide acquire all remaining Shares for the same cash price in the Merger that was paid for Shares validly tendered and not withdrawn pursuant to the Offer; and (iv) the Purchaser has received Commitment Letters (as defined below) from affiliates of Xxxxxxx and Atlas, and may receive debt financing, sufficient to purchase all of the Shares tendered pursuant to the Offer and to consummate the Merger. The Offer is not subject to any financing condition. Parent and the Purchaser estimate that the total funds for required to complete the Offer and the Merger will be approximately $95.7 million. The Purchaser expects to use equity and/or debt financing from Xxxxxxx and Atlas to fund the Offer and the Merger and pay related fees and expenses. Neither the expenses provision of the equity financing nor obtaining any debt financing is a condition to the Offer. Notwithstanding an equity financing, we may obtain debt financing prior to the Acceptance Time to complete the Offer and the Merger. Additionally, Xxxxxx has agreed that its existing $12 million revolving line of credit with Judge Group (Merger and to pay related transaction fees and expenses at the "Credit Agreement") will remain in effect upon closing of the Merger, provided that amounts borrowed under the Acquisition Loan shall reduce the amount available under the Credit Agreement. Proceeds Funding of the Acquisition Loan Equity Commitment (as defined below) is subject to the satisfaction of various conditions set forth in the Commitment Letters, as defined and funds available described below under “—Equity Commitment.” Guarantee. Concurrently with the Credit Agreement will be used to fund payment for any remaining Shares cashed out as a result execution and delivery of the Merger Agreement, MLI and for expensesAtlas Capital Resources II LP and Atlas Capital Resources (P) II LP (together the “Atlas Funds”) (individually a “Guarantor” and collectively the “Guarantors”) executed and delivered to TECU a guarantee in favor of TECU in respect of certain of Parent’s obligations under the Merger Agreement (the “Guarantee”), pursuant to which each Guarantor irrevocably and unconditionally guarantees the due and punctual payment to TECU of its pro rata portion of Parent’s and/or the Purchaser’s obligations under the Merger Agreement, if any, to pay monies resulting from the failure to duly and punctually pay and perform all of Parent’s and/or the Purchaser’s covenants, obligations, agreements and liabilities arising from the Merger Agreement (the “Guaranteed Obligations”). There Pursuant to the Guarantee, TECU has acknowledged and agreed that the sole asset of Parent is cash in a possibility de minimis amount and that there are no assets of the Purchaser will not obtain such and that no additional funds due are expected to various conditions in be contributed to Parent or the commitment letter not being met. The amount of funds required to purchase Purchaser unless and until the maximum amount of outstanding Shares that are being sought in the Offer is approximately $5,289,435 and the estimated expenses closing of the Offer and the Merger occurs. The Guarantee shall remain in full force and effect and shall be binding on each Guarantor and its successors and assigns until the Guaranteed Obligations are approximately $850,000satisfied in full. Notwithstanding the foregoing, the Guarantee shall terminate and each Guarantor shall have no further obligations thereunder after the three-year anniversary of the Effective Time, unless prior to such date TECU shall have commenced a legal proceeding against Parent or the Purchaser currently has no or the Guarantors, in which case the Guarantee shall terminate upon either (i) a final, non-appealable resolution of such claim and payment of the Guaranteed Obligations, if applicable or (ii) a written agreement signed by each of the parties thereto terminating the Guarantee. Equity Commitment. Parent received two equity commitment letters, both dated August 5, 2015 (individually a “Commitment Letter” and collectively the “Commitment Letters”), from XXXX Investment Company II, Inc. (“XXXX”), a wholly owned subsidiary of MLI, on the one hand, and from the Atlas Funds, on Table of Contents the other financing arrangements or alternative financing plans in place in hand (we refer to XXXX and the event that funding pursuant Atlas Funds each individually as an “Investor” and collectively as the “Investors”). Pursuant to the Commitment Letters, XXXX and the Atlas Funds each provided an aggregate equity commitment letter from Lender (the "Commitment Letter") is unavailable. The Acquisition Loan. Xxxxxx has agreed to make a loan to Purchaser of up to $6.25 million, 47,851,107.01 (such financing as may be altered pursuant to be secured by amendment or restatement of the assets of Judge GroupCommitment Letters, and upon such other terms and conditions described in any permitted replacement equity financing, the Commitment Letter“Equity Commitment”). The funds advanced Equity Commitment is in place for the Acquisition Loan will be based on purpose of funding the number Investors’ respective pro rata portions of (i) the amount required to purchase all Shares that are validly tendered in pursuant to the Offer and acquired not withdrawn prior to the Acceptance Time, (ii) the aggregate payment of consideration in the Merger at a price and (iii) the amounts due to holders of $1.05 per Share Stock Options, SARs, Phantom Shares, RSUs and DSUs, as defined in and pursuant to Sections 2.04(a) through (c) of the expenses of Merger Agreement, pursuant to and in accordance with the terms of, and subject to the conditions of, the Offer and the MergerMerger Agreement. The purpose Under the Merger Agreement, Parent and the Purchaser may not amend, alter, or waive any term under the financing commitments, without the prior written consent of TECU, in such a way that: • would amend or modify any of the Acquisition Loan is conditions precedent to provide the funds for Purchaser receipt of the Equity Financing or impose additional conditions precedent to acquire Judge Group and pay related expenses. Lender may terminate its obligations the Equity Commitment; • would adversely affect the rights of, or remedies available to, TECU under the Equity Financing; or • would, or would reasonably be expected to, prevent, impede or delay the Merger or the Equity Commitment. TECU is an express third-party beneficiary to each Commitment Letter and, to the extent provided in such Commitment Letter, has the right to seek specific performance of the obligation to fund the equity commitment letter if: o of such Investor set forth in its Commitment Letter in accordance with the terms of the Exchange, Offer or Merger are changed such Commitment Letter and in any material respect; o if any material information submitted to Lender proves to have been inaccurate or incomplete in any material respect; o if any material adverse change occurs; or o any additional information is disclosed to or discovered by Xxxxxx, whether prior to Purchaser's acceptance accordance with certain provisions of the financing commitment or during Merger Agreement and the period of such acceptance until the execution of definitive documentation, which Lender deems materially adverse in respect Guarantee (as defined below). The funding of the condition (financial or otherwise), business, operations, assets, nature of assets, liabilities or prospects of Purchaser or equity commitment under each Commitment Letter is subject to the proposed transactions. The Acquisition Loan is conditioned upon o No material adverse change in the conditionsatisfaction, financial or otherwise, operations, properties, assets or prospects express written waiver by Parent of the Purchaser; o No material threatened or pending litigation against or regulatory challenge conditions precedent to any the obligations of Parent to consummate the Offer set forth in Annex I of the Exchange, Merger Agreement. See “The Offer, Merger or Purchaser; o Satisfactory documentation and satisfactory legal review of all documentation; satisfactory legal opinions from the Purchaser's counsel regarding the contemplated transactions and the Loan; o Any advance of the Loan to the Purchaser shall be subject to all of the same conditions which exist under the Credit Agreement as described below, including sufficient availability under the borrowing base as if the Loan were an Advance under (and as such term is defined in) the Credit Agreement, and satisfaction of the Stock Repurchase —Section 15—Conditions before and after giving effect to the Loan; o The Exchange shall have been consummated; o The Majority of the Minority Condition and the Minimum Tender Condition shall have been satisfied and the Offer completed; and o The Merger shall have occurred promptly following and on the same day as the completion of the Offer. Following a successful consummation .” The foregoing summaries of the Offer Commitment Letters and the MergerGuarantee, Purchaser shall join in each case, executed and delivered by the Credit Agreement as a borrower thereunder. The amount borrowed under the Acquisition Loan shall be included affiliates of Xxxxxxx and become part of the obligations under the Credit Agreement and shall reduce the amount of funds available under the Credit Agreement. Borrowings under the Acquisition Loan shall be secured by all of the collateral under the Credit Agreement. The interest rate applicable to amounts borrowed under the Acquisition Loan will be the same as the interest rate applicable under the Credit Agreement. The Acquisition Loan will mature as set forth in the Credit Agreement. Purchaser shall pay all expenses including reasonable legalAtlas, accounting, search and filing and any other expenses incurred in structuring, documenting, closing, monitoring or the enforcement of agreements, whether or not the Loan closes. In addition, Xxxxxxxxx has agreed to indemnify Xxxxxx and each director, officer, employee and affiliate thereof from and against any or all losses, claims, damages, expenses and liabilities relating to the Acquisition Loan. This summary of the Acquisition Loan does do not purport to be complete and is are qualified in its their entirety by reference to the Commitment LetterLetters and the Guarantee, copies of which are filed as exhibits (d)(2), (d)(3) and (d)(4) to the Schedule TO filed with the SEC, which is filed as an exhibit to Schedule TO and which is are incorporated herein by reference, and any further documents or instruments that Purchaser may enter into in connection with the Acquisition Loan. The Credit Agreement. The Credit Agreement is a $12.0 million revolving advance facility between Judge Group and Lender. The Credit Agreement was amended during April 2003 to establish the $12.0 million maximum amount available. This facility allows Judge Group to borrow the lesser of 85% of eligible accounts receivable or $12.0 million. As of March 31, 2003, Judge Group had approximately $2.7 million outstanding against the Credit Agreement. The Credit Agreement expires on April 30, 2006. The Credit Agreement is secured by substantially all of Judge Group's assets and contains customary restrictive covenants. The covenants include limitations on loans Judge Group may extend to officers and employees, the incurrence of additional debt and a prohibition of the payment of dividends on Judge Group common shares. The Credit Agreement bears interest, at Judge Group's option, at either the Lender's prime rate, which was 4.25% at March 31, 2003, or a margin, ranging from 175 basis points to 225 basis points, over the London Inter-Bank Offering Rate, determined by Judge Group achieving certain liquidity ratios. The Credit Agreement allows for a repurchase of Judge Group stock only if the following conditions are satisfied: o availability remains at least $2 million; o Judge Group and its subsidiaries on a consolidated basis have a positive net income (excluding extraordinary gain) for the portion of the completed fiscal year ending at the fiscal quarter immediately preceding the proposed repurchase; o any subordinated indebtedness to be incurred in connection with the purchase is approved by the Lender; o Lender shall have received pro forma financial statements giving effect to the repurchase which are reasonably satisfactory to Lender in form and substance; o Judge Group is in compliance with the financial covenants related to leverage ratio and cash flow coverage after giving effect to the purchase; and o No events of default exist.

Source and Amount of Funds. Purchaser has obtained believes that the financial condition of Parent, Purchaser and their respective affiliates is not material to a financing commitment from PNC Bank, National Association decision by a holder of Shares whether to tender such Shares in the Offer because ("Lender"i) to provide Purchaser with up to $6.25 million in debt financing was organized solely in connection with the Offer and the Merger and, prior to the Expiration Time, will not carry on any activities other than in connection with the Offer and the Merger; (ii) the "Acquisition Loan"Offer is being made for all outstanding Shares solely for cash; (iii) if Purchaser consummates the Offer, Purchaser expects to acquire all remaining Shares for the same cash price in the Merger; (iv) the Offer is not subject to any financing condition; and (v) Purchaser, Parent and their affiliates have received commitments in respect of funds sufficient (together with funds to be contributed by the Company) to provide purchase all Shares tendered pursuant to the Offer. Parent and Purchaser estimate that the total funds for required to complete the Offer and the Merger will be approximately $891 million. Purchaser anticipates funding these payments with a combination of the Debt Financing, the Sponsor Financing and the expenses Company Contribution as described herein along with cash on hand at the Company. Funding of the Debt Financing and the Sponsor Financing is subject to the satisfaction of the conditions set forth in the Financing Commitment Letter and the Sponsor Commitment Agreement, respectively. The deposit of the Company Contribution with the Paying Agent is subject to the satisfaction of the conditions set forth in the Merger Agreement. The Sponsors have collectively delivered the Guaranty (as defined below) for the benefit of the Company, guaranteeing the payment of the Guaranteed Obligations (as described below) under the Merger Agreement. The aggregate limitation on the liability of the Sponsors for these obligations under the Guaranty is $421,593,346. By its acceptance of the benefits of the Guaranty, the Company acknowledged and agreed that recourse against the Sponsors under the Guaranty is the sole and exclusive remedy of the Company against the Sponsors or certain related persons to the Sponsors, except for certain claims based on fraud, under the Confidentiality Agreement (as described in Section 11—"The Merger Agreement; Other Agreements—Confidentiality Agreement"), the Sponsor Commitment Agreement and the Merger Agreement. As of the date of the Offer and the Merger. Additionallyto Purchase, Xxxxxx has agreed that its existing $12 million revolving line of credit with Judge Group (the "Credit Agreement") will remain in effect upon closing of the Merger, provided that amounts borrowed under the Acquisition Loan shall reduce the amount available under the Credit Agreement. Proceeds of the Acquisition Loan and funds available under the Credit Agreement will be used to fund payment for any remaining Shares cashed out as a result of the Merger and for expenses. There is a possibility that Purchaser will not obtain such funds due to various conditions in the commitment letter not being met. The amount of funds required to purchase the maximum amount of outstanding Shares that are being sought in the Offer is approximately $5,289,435 and the estimated expenses of the Offer and the Merger are approximately $850,000. Purchaser currently has no other alternative financing arrangements or alternative financing plans in place have been made in the event that funding the Debt Financing or the Sponsor Financing described herein is not available. The Offer is not conditioned upon Purchaser's ability to finance the purchase of Shares pursuant to the commitment letter from Lender (Offer, including the "Commitment Letter") is unavailablefunding of the Debt Financing. The Acquisition Loan. Xxxxxx has agreed to make a loan to Purchaser of up to $6.25 million, to be secured by the assets of Judge Group, and upon such other terms and conditions described in the Commitment Letter. The funds advanced in the Acquisition Loan will be based on the number of Shares tendered in the Offer and acquired in Under the Merger at a price of $1.05 per Share Agreement, Parent and Purchaser may not agree to any amendments or modifications to, or grant any waivers of, any provision under the expenses Debt Financing or Sponsor Financing without the written consent of the Offer and the Merger. The purpose of the Acquisition Loan is to provide the funds for Purchaser to acquire Judge Group and pay related expenses. Lender may terminate its obligations under the commitment letter if: o the terms of the Exchange, Offer or Merger are changed in any material respect; o if any material information submitted to Lender proves to have been inaccurate or incomplete in any material respect; o if any material adverse change occurs; or o any additional information is disclosed to or discovered by Xxxxxx, whether prior to Purchaser's acceptance of the financing commitment or during the period of such acceptance until the execution of definitive documentation, which Lender deems materially adverse in respect of the condition (financial or otherwise), business, operations, assets, nature of assets, liabilities or prospects of Purchaser or to the proposed transactions. The Acquisition Loan is conditioned upon o No material adverse change in the condition, financial or otherwise, operations, properties, assets or prospects of the Purchaser; o No material threatened or pending litigation against or regulatory challenge to any of the Exchange, Offer, Merger or Purchaser; o Satisfactory documentation and satisfactory legal review of all documentation; satisfactory legal opinions from the Purchaser's counsel regarding the contemplated transactions and the Loan; o Any advance of the Loan to the Purchaser shall be subject to all of the same conditions which exist under the Credit Agreement as described below, including sufficient availability under the borrowing base as if the Loan were an Advance under (and as such term is defined in) the Credit Agreement, and satisfaction of the Stock Repurchase Conditions before and after giving effect to the Loan; o The Exchange shall have been consummated; o The Majority of the Minority Condition and the Minimum Tender Condition shall have been satisfied and the Offer completed; and o The Merger shall have occurred promptly following and on the same day as the completion of the Offer. Following a successful consummation of the Offer and the Merger, Purchaser shall join in the Credit Agreement as a borrower thereunder. The amount borrowed under the Acquisition Loan shall be included and become part of the obligations under the Credit Agreement and shall reduce the amount of funds available under the Credit Agreement. Borrowings under the Acquisition Loan shall be secured by all of the collateral under the Credit Agreement. The interest rate applicable to amounts borrowed under the Acquisition Loan will be the same as the interest rate applicable under the Credit Agreement. The Acquisition Loan will mature as set forth in the Credit Agreement. Purchaser shall pay all expenses including reasonable legal, accounting, search and filing and any other expenses incurred in structuring, documenting, closing, monitoring or the enforcement of agreements, whether or not the Loan closes. In addition, Xxxxxxxxx has agreed to indemnify Xxxxxx and each director, officer, employee and affiliate thereof from and against any or all losses, claims, damages, expenses and liabilities relating to the Acquisition Loan. This summary of the Acquisition Loan does not purport to be complete and is qualified in its entirety by reference to the Commitment Letter, which is filed as an exhibit to Schedule TO and which is incorporated herein by reference, and any further documents or instruments that Purchaser may enter into in connection with the Acquisition Loan. The Credit Agreement. The Credit Agreement is a $12.0 million revolving advance facility between Judge Group and Lender. The Credit Agreement was amended during April 2003 to establish the $12.0 million maximum amount available. This facility allows Judge Group to borrow the lesser of 85% of eligible accounts receivable or $12.0 million. As of March 31, 2003, Judge Group had approximately $2.7 million outstanding against the Credit Agreement. The Credit Agreement expires on April 30, 2006. The Credit Agreement is secured by substantially all of Judge Group's assets and contains customary restrictive covenants. The covenants include limitations on loans Judge Group may extend to officers and employees, the incurrence of additional debt and a prohibition of the payment of dividends on Judge Group common shares. The Credit Agreement bears interest, at Judge Group's option, at either the Lender's prime rate, which was 4.25% at March 31, 2003, or a margin, ranging from 175 basis points to 225 basis points, over the London Inter-Bank Offering Rate, determined by Judge Group achieving certain liquidity ratios. The Credit Agreement allows for a repurchase of Judge Group stock only if the following conditions are satisfied: o availability remains at least $2 million; o Judge Group and its subsidiaries on a consolidated basis have a positive net income (excluding extraordinary gain) for the portion of the completed fiscal year ending at the fiscal quarter immediately preceding the proposed repurchase; o any subordinated indebtedness to be incurred in connection with the purchase is approved by the Lender; o Lender shall have received pro forma financial statements giving effect to the repurchase which are reasonably satisfactory to Lender in form and substance; o Judge Group is in compliance with the financial covenants related to leverage ratio and cash flow coverage after giving effect to the purchase; and o No events of default existCompany.