Exhibit 4.4
SECOND SUPPLEMENTAL INDENTURE
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SECOND SUPPLEMENTAL INDENTURE, dated as of November 13, 1996 (the
"Second Supplemental Indenture"), to the INDENTURE (as defined below), among
Career Horizons, Inc., a Delaware corporation (the "Company"), the Guarantors
(as defined in the Indenture), each of the Subsidiaries of the Company listed on
Schedule A annexed hereto (collectively, the "Additional Guarantors") and The
Chase Manhattan Bank (formerly known as Chemical Bank), a New York banking
corporation, as Trustee (together with any successor trustee appointed in
accordance with the terms of the Indenture, the "Trustee").
W I T N E S S E T H:
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WHEREAS, the Company has issued 7% Convertible Senior Notes due 2002
(the "Securities") in the aggregate principal amount of $86,250,000 under and
pursuant to the Indenture, dated as of October 19, 1995, as amended and
supplemented by the First Supplemental Indenture dated as of October 19, 1995
(as so amended and supplemented, the "Indenture"), between the Company and the
Trustee;
WHEREAS, Section 10.01 (f) of the Indenture provides that the Company
and the Trustee may amend and supplement the Indenture without the consent of
any Noteholder to make any change that provides any additional rights or
benefits to the holders of Securities;
WHEREAS, the Company and the Trustee have determined to enter into
this Second Supplemental Indenture for the purpose of providing for the
guarantee of the Securities by newly acquired Subsidiaries of the Company;
WHEREAS, all consents and notices required to be obtained and given as
conditions to the execution of this Second Supplemental Indenture pursuant to
the Indenture and all other documents relating to the Securities have been
obtained and given;
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the parties hereto agree
as follows:
ARTICLE I.
AUTHORIZATION; DEFINITIONS
Section 1.01. Second Supplemental Indenture. This Second
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Supplemental Indenture is supplemental to, and is entered into in accordance
with Section 10.01 of, the Indenture, and except as modified, amended and
supplemented by this Second Supplemental Indenture, the provisions of the
Indenture are in all respects ratified and confirmed and shall remain in full
force and effect.
Section 1.02. Definitions. Unless the context shall otherwise
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require, all terms which are defined in Section 1.01 of the Indenture shall have
the same meanings, respectively, in this Second Supplemental Indenture as such
terms are given in said Section 1.01 of the Indenture.
ARTICLE II.
ADDITIONAL GUARANTORS
Section 2.01. Additional Guarantors. Pursuant to Section 12.02 of
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the Indenture, each of the Additional Guarantors (as defined in the Preamble of
this Second Supplemental Indenture) hereby expressly assumes the obligations of,
and otherwise agrees to perform all of the duties of, a Guarantor under the
Indenture, subject to the terms and conditions thereof, as of the date set forth
opposite the name of such Subsidiary on Schedule A hereto.
ARTICLE III.
MISCELLANEOUS
Section 3.01. Effective Date. This Second Supplemental Indenture
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shall become effective upon execution and delivery hereof.
Section 3.02. Counterparts. This Second Supplemental Indenture may
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be executed in several counterparts, each of which shall be an original and all
of which shall constitute but one and the same instrument.
Section 3.03. Acceptance. The Trustee accepts the Indenture, as
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supplemented by this Second Supplemental Indenture, and agrees to perform the
same upon the terms and conditions set forth therein as so supplemented. The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Second Supplemental Indenture or the due
execution by the Company or for or in respect of
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the recitals contained herein, all of which are made by the Company solely.
Section 3.04. Successors and Assigns. All covenants and agreements
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in this Second Supplemental Indenture by the Company or the Trustee shall bind
its respective successors and assigns, whether so expressed or not.
Section 3.05. Severability. In case any provision in this Second
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Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Section 3.06. Governing Law. This Second Supplemental Indenture
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shall be governed by and construed in accordance with the internal laws of the
State of New York, without regard to conflicts of laws provisions thereof.
Sections 3.07. Incorporation into Indenture. All provisions of this
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Second Supplemental Indenture shall be deemed to be incorporated in, and made a
part of, the Indenture; and the Indenture, as amended and supplemented by this
Second Supplemental Indenture, shall be read, taken and construed as one and the
same instrument.
IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture to be duly executed, all as of the date first above written.
CAREER HORIZONS, INC.
/s/ Xxxxxxx X. Xxxxxxxx
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By: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President, Chief
Financial Officer and Treasurer
THE GUARANTORS:
CAREER HORIZONS GOVERNMENT SERVICES,
INC.
CH PAYROLL SERVICES, INC.
CHI FINANCIAL SERVICES, INC.
CHI SERVICES, INC.
CHI TEMPORARY SERVICES, INC.
CONTEMPORARY GRAPHICS GROUP, INC.
CONTRACT STAFFING GROUP, INC.
EIM ASSOCIATES, INC.
HEALTH FORCE, INC.
HEALTH FORCE OPERATION CORP.
MEDI-FORCE, INC.
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PL SERVICES, INC.
POTOMAC PERSONNEL SERVICES, INC.
PROFESSIONALS FOR COMPUTING,INC.
STAFF-ADDITIONS INC.
STAFFING RESOURCES (SC), INC.
TEMP FORCE, INC.
TEMPORARIES INCORPORATED
THE ORIGINAL TEMPO HEALTHPOWER, INC.
/s/ Xxxxxxx X. Xxxxxxxx
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All By: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
THE ADDITIONAL GUARANTORS:
PROGRAMMING ENTERPRISES, INC.
ZEITECH INC.
TEMPS & CO. SERVICES, INC.
TEMPS & CO. FRANCHISING, INC.
AMERICAN COMPUTER PROFESSIONALS, INC.
CENTURY TEMPORARY SERVICES, INC.
THE XXXXXXX XXXXXXX GROUP, INC.
DIAL A TEMPORARY, INC.
XXXXXX IT CO.
TSG PROFESSIONAL SERVICES, INC.
LEGAL SUPPORT PERSONNEL, INC.
/s/ Xxxxxxx X. Xxxxxxxx
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All By: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
THE CHASE MANHATTAN BANK, AS TRUSTEE
/s/ Xxxxxx X. Deck
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By:
Title:
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