EXHIBIT 10.24
AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 7 dated as of January 23, 2003 to LOAN AND SECURITY AGREEMENT
dated as of December 14, 2000 among COMFORCE CORPORATION, COMFORCE OPERATING,
INC. (the "Holding Companies"), certain direct and indirect subsidiaries of the
Holding Companies and UNIFORCE SERVICES, INC. (the "Other Loan Parties"), the
Lenders whose signatures appear below, TRANSAMERICA BUSINESS CAPITAL CORPORATION
(as successor to TRANSAMERICA BUSINESS CREDIT CORPORATION), as Co-Agent (the
"Co-Agent"), THE CIT GROUP/BUSINESS CREDIT, INC., as Collateral Agent (the
"Collateral Agent") and WHITEHALL BUSINESS CREDIT CORPORATION (as successor to
IBJ WHITEHALL BUSINESS CREDIT CORPORATION), as Administrative Agent for the
benefit of itself and the Lenders (the "Administrative Agent").
PRELIMINARY STATEMENT
(1) The Holding Companies, the Other Loan Parties, the Co-Agent, the
Collateral Agent, the Administrative Agent, and the Lenders (as
defined therein) have entered into a Loan and Security Agreement dated
as of December 14, 2000, as amended by Amendment No. 1 thereto dated
as of January 5, 2001, Amendment No. 2 thereto dated as of March 5,
2001, Amendment No. 3 thereto dated as of September 21, 2001,
Amendments No. 4 and No. 5 thereto each dated as of December 7, 2001,
Amendment No. 6 thereto dated as of May 10, 2002, Amendment No. 6A
thereto dated as of August 1, 2002 and Amendment No. 6B thereto dated
as of September 19, 2002 (the "Original Loan and Security Agreement";
terms defined in the Original Loan and Security Agreement and not
otherwise defined herein shall have the meanings assigned thereto in
the Original Loan and Security Agreement).
(2) The Loan Parties, and Lenders desire to amend the Original Loan and
Security Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises set forth herein, the Loan
Parties and the Lenders hereby agree as follows:
1. Amendments. The Original Loan and Security Agreement is, subject to the
satisfaction of the conditions referred to below, amended effective as of
December 29, 2002 as follows:
a. paragraph (3) of the preamble of the Original Loan and
Security Agreement is amended by (i) adding the following words
immediately following the phrase "THISCO OF CANADA, INC., a New York
corporation" in the penultimate line thereof:
", COMFORCE TECHNICAL SERVICES OF WASHINGTON, INC., a New York
corporation and each other entity which becomes a Borrower in
accordance with subsection 5.12(b) (each, an "Additional Borrower")"
and
(ii) inserting the following immediately after the phrase "(each" in the
penultimate line thereof: ", together with each Additional Borrower,";
b. paragraph (4) of the preamble of the Original Loan and
Security Agreement is amended by replacing "COMFORCE P-T-P SERVICES,
INC." appearing therein with "CIT SOUTHEAST, INC. (formerly known as
COMFORCE P-T-P Services, Inc.)";
c. paragraph (4) of the recitals to the Original Loan and
Security Agreement is amended by (i) inserting the following immediately
after the word "Subsidiaries" in the first line thereof "and each other
entity which becomes a Corporate Guarantor pursuant to subsection
5.12(b) or by executing and delivering a counterpart of this Agreement
(each, an "Additional Guarantor")" and (ii) inserting the phrase
"together with each Additional Guarantor" immediately after the phrase
"(each" appearing in the first line thereof;
d. the following definitions are added to subsection 1.1 of the
Original Loan and Security Agreement in their respective proper
alphabetical places:
"Accession Letter" means an accession letter in the form of Exhibit
F hereto.
"Additional Borrower" has the meaning assigned to such term in
paragraph (3) of the preamble to this Agreement.
"Additional Guarantor" has the meaning assigned to such term in
paragraph (4) of the recitals to this Agreement.
"Amendment No. 7" means Amendment No. 7, dated as of January 23,
2003, of this Agreement.
"Amendment No. 7 Effective Date" means the date on which the
amendments contemplated by Amendment No. 7 become effective.
"Availability Reserve" means $5,000,000.
"Exchange Offer No. 2" means the offer to be made by CC and
evidenced by the Exchange Offer No. 2 Documents to (i) exchange the
outstanding Senior PIK Notes for, as to each $1,000 in Senior PIK
Notes, shares of Preferred Stock having a face value of $500 and
(ii) purchase (directly or through COI, its wholly-owned subsidiary)
the outstanding Senior PIK Notes for $350 in cash for each $1,000 in
Senior PIK Notes; it being understood that Fanning CPD Assets,
Limited Partnership, a Delaware limited partnership (the "Fanning
Partnership") in which Xxxx X. Xxxxxxx, CC's chairman and chief
executive officer, holds a primary economic interest, as holder of
approximately $12,000,000 of Senior PIK Notes, has agreed to
exchange all Senior PIK Notes held by it for Preferred Stock.
"Exchange Offer No. 2 Documents" means the Memorandum regarding
Offer to Repurchase 15% Senior Secured PIK Debentures due 2009 or
Exchange such Securities for New Series 2003A Convertible Preferred
Stock dated January 15, 2003 and the annexes thereto, substantially
in the form of Exhibit 3 hereto, issued by CC in connection with
Exchange Offer No. 2, and all documents, instruments and agreements
distributed by or on behalf of CC in connection therewith and in
accordance with this Agreement.
"Preferred Stock" means the series 2003A convertible preferred stock
of CC, the terms of which are set out in Exhibit 3 hereto, to be
issued in exchange for outstanding Senior PIK Notes in connection
with Exchange Offer No. 2.;
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e. subsection 1.1 of the Original Loan and Security Agreement is
amended by amending and restating the definition of "Activation Event"
as follows:
"Activation Event" means the occurrence of the following event: the
Borrowing Base less the sum of (x) the outstanding principal balance
of the Revolving Loan plus (y) the Letter of Credit Reserve is less
than $5,000,000.;
f. subsection 1.1 of the Original Loan and Security Agreement is
amended by amending the definition of "EBITDA" by (1) deleting the word
"; and" appearing at the end of clause (3)(b) thereof and (2) adding the
following immediately after clause (3)(c) thereof:
"; and (d) insurance proceeds received in connection with any
recovery relating to write offs of accounts receivable prior to
December 31, 2001";
g. subsection 1.1 of the Original Loan and Security Agreement is
amended by amending the definition of "Fixed Charges" appearing therein
by restating clause (e) of such definition as follows:
"Restricted Junior Payments (excluding those made pursuant to the
Exchange Offer or Exchange Offer No. 2, but including any payment of
interest in cash on the Convertible Subordinated Notes and any
payment of dividends in cash in respect of the Preferred Stock) made
during such period plus";
h. subsection 1.1 of the Original Loan and Security Agreement is
amended by amending and restating the definition of "Termination Date"
as follows:
"'Termination Date' means August 31, 2004.";
i. subsection 1.1 of the Original Loan and Security Agreement is
amended by amending the definition of "Unauthorized Purchased Account"
by substituting the percentage "50%" appearing therein, with the
percentage "45%";
j. subsection 1.1 of the Original Loan and Security Agreement is
amended by amending the definition of "Unauthorized Service Fee Account"
by substituting the percentage "50%" appearing therein, with the
percentage "45%";
k. subsection 2.1(A) of the Original Loan and Security Agreement
is amended by substituting the figure "$95,000,000" appearing in the
first paragraph thereof, with the figure "$85,000,000";
l. clause (2) of subsection 2.1(A) of the Original Loan and
Security Agreement is amended by adding the words "and Availability
Reserve" immediately following the phrase "less Landlord Waiver
Reserves" appearing in the seventh line thereof;
m. subsection 2.1(B)(21) of the Original Loan and Security
Agreement is amended by substituting the percentage "50%" appearing
therein, with the percentage "45%";
n. subsection 2.3 of the Original Loan and Security Agreement is
amended by adding the following clause (G) at the end thereof as
follows:
"(G) Extension Fee
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On June 30, 2003, CC, COI and USI shall, jointly and severally pay
to the Administrative Agent for the pro rata account of the Lenders,
a fee in respect of the extension of the Termination Date contained
in Amendment No. 7, in the amount of $87,500, which amount
represents the remainder of the extension fee which was fully earned
by the Lenders on the Amendment No. 7 Effective Date.";
o. subsection 4.16 of the Original Loan and Security Agreement
is amended and restated as follows:
"All governmental and material third party consents and approvals
necessary in connection with the credit facilities provided under
this Agreement and the other transactions contemplated hereby,
including the Consent Solicitations, Senior Note Prepayment, Senior
PIK Note Prepayment, the Exchange Offer, Exchange Offer No. 2, the
transactions contemplated by the Exchange Offer, including the
issuance of the Convertible Subordinated Notes in exchange for
Senior PIK Notes and the solicitation of consents pursuant to the
Exchange Offer Documents, and the transactions contemplated by
Exchange Offer No. 2, including the purchase of Senior PIK Notes and
the issuance of the Preferred Stock in exchange for Senior PIK Notes
pursuant to the Exchange Offer No. 2 Documents, have been obtained
(without the imposition of any conditions that are not acceptable to
the Lenders) and shall remain in effect.";
p. subsection 5.3 of the Original Loan and Security Agreement is
amended by restating the proviso to the first sentence thereof as
follows:
"provided, that so long as no Event of Default is continuing, Agent
shall not make more than three such visits and inspections during
any Fiscal Year";
q. subsection 5.12(b) of the Original Loan and Security
Agreement is amended by deleting the phrase "become a Borrower and/or
Corporate Guarantor hereunder (as specified by Administrative Agent)"
and replacing it with the following: "become a Borrower and a Corporate
Guarantor hereunder by delivering to Administrative Agent an Accession
Letter,";
r. subsection 6.2 of the Original Loan and Security Agreement is
amended and restated as follows:
"The Loan Parties shall not suffer or permit Fixed Charge Coverage
for any period of four consecutive fiscal quarters ending on the
last day of (i) the fiscal quarter ending on March 31, 2002, to be
less than 1.10:1.00, (ii) the fiscal quarter ending on June 30,
2002, to be less than .75:1.00, (iii) the fiscal quarter ending on
September 30, 2002, to be less than .75:1.00, (iv) the fiscal
quarter ending on December 31, 2002, to be less than .75:1.00, (v)
the fiscal quarter ending on March 31, 2003, to be less than
.85:1.00, (vi) the fiscal quarter ending on June 30, 2003, to be
less than .95:1.00 or (vii) the fiscal quarter ending on September
30, 2003 or any fiscal quarter ending thereafter, to be less than
1.00:1.00";
s. section 6 of the Original Loan and Security Agreement is
amended by adding the following immediately after subsection 6.4
thereof:
"6.5 Minimum Availability
The Loan Parties shall not suffer or permit Unused Availability
to, at any time, be less than $5,000,000 net of the Availability
Reserve.";
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t. subsection 7.4 of the Original Loan and Security Agreement is
amended by (1) deleting the word "and" appearing at the end of clause
(f) thereof and (2) adding the following immediately after clause (g)
thereof:
"; and (h) acquisitions (by cash or exchange for Preferred Stock) by
CC and/or, in the case of acquisitions by cash of the Senior PIK
Notes not held by the Fanning Partnership, COI of the Senior PIK
Notes outstanding as of the Amendment No. 7 Effective Date pursuant
to and in accordance with the terms of the Exchange Offer No. 2
Documents; provided, however, that (i) no such acquisition shall be
made unless (t) no Default or Event of Default shall be continuing
or shall arise as a consequence thereof, (u) up to and including the
Termination Date, no payments of dividends shall be made in cash in
respect of the Preferred Stock, (v) the dividend accruing in respect
of the Preferred Stock shall not be in excess of 7.5% per annum, (w)
consummation of the cash portion of such acquisition will not result
in noncompliance with subsection 7.5 of this Agreement, (x) the
Exchange Offer No. 2 Documents shall be in the forms attached hereto
as Exhibits 3 and 4 and shall otherwise be in form and substance
satisfactory to the Administrative Agent, (y) the Administrative
Agent shall have received such legal opinions as to Exchange Offer
No. 2 as it shall have reasonably requested, and (z) all conditions
to Exchange Offer No. 2 shall have been satisfied or, with the prior
written consent of the Requisite Lenders, waived, and (ii) upon
acquiring any Senior PIK Note pursuant to Exchange Offer No. 2 or
acquiring any Senior PIK Note purchased by COI pursuant to Exchange
Offer No. 2, CC shall cancel such Senior PIK Note (or cause such
Senior PIK Note to be cancelled)";
u. subsection 7.5 of the Original Loan and Security Agreement is
amended by (1) deleting the word "and" appearing at the end of clause
(B) thereof and (2) adding the following immediately after clause (C)
thereof:
"; and (D) to effect the exchange of Senior PIK Notes outstanding as
of the Amendment No. 7 Effective Date for Preferred Stock pursuant
to and in accordance with the terms of the Exchange Offer No. 2
Documents";
v. subsection 7.16 of the Original Loan and Security Agreement
is amended by (1) amending and restating the heading of such subsection
to "Changes Relating to Senior Notes, Senior PIK Notes, Convertible
Subordinated Notes and Preferred Stock" and (2) and amending and
restating subsection 7.16 as follows:
"Change or amend, or agree to change or amend, any of the terms of
the Senior Notes, the Senior PIK Notes, the Senior Notes Indenture,
the Senior Debentures Indenture, the Convertible Subordinated Notes,
the Preferred Stock, the Exchange Offer Documents, the Exchange
Offer Consent Documents, the Exchange Offer No. 2 Documents or any
related documents, if the effect of such change or amendment is or
would be to: (a) increase the interest rate on the Indebtedness or
the dividend accruing on the Preferred Stock covered thereby or
provide for cash, rather than pay-in-kind payment of interest, prior
to the date originally provided therein in the case of Indebtedness
or provide for the payment of dividends in cash prior to the
Termination Date in the case of Preferred Stock; (b) accelerate the
dates upon which payments of principal or interest are due on such
Indebtedness; (c) modify or add any event of default or add any
covenant of the obligor of such Indebtedness; (d) otherwise change
the payment provisions of such Indebtedness; or (e) modify, change
or amend any other term thereof if such modification, change or
amendment would materially increase the obligations of COI or CC or
confer additional material rights on the holder of such Indebtedness
or Preferred Stock in a manner adverse to the interests of any Loan
Party, any Agent or any Lender.";
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w. subsection 7.17 of the Original Loan and Security Agreement
is amended by substituting the percentage "50%" appearing therein, with
the percentage "45%";
x. subsection 8.1(B)(B) of the Original Loan and Security
Agreement is amended and restated as follows:
"default by CC, COI or any Subsidiary of either thereof under the
Senior Notes Indenture, Senior Debentures Indenture, the Convertible
Subordinated Notes, the Exchange Offer Documents or the Exchange
Offer No. 2 Documents, including any breach of any covenant
thereunder regardless of whether such covenant is more restrictive
than, or conflicts with, or covers the same or similar matters as
the covenants set forth in this Agreement or any other Loan
Documents";
y. subsection 8.1(S) of the Original Loan and Security Agreement
is amended and restated as follows:
"CC or COI shall engage in any business activities, other than
activities solely related to ownership of the stock of COI (in the
case of CC) and of the stock of Borrowers (in the case of COI),
compliance with the Senior Notes Indenture, the Senior Debentures
Indenture, the Convertible Subordinated Notes, the Exchange Offer
Documents and the Exchange Offer No. 2 Documents, Corporate Overhead
activities, and activities related to compliance with laws and
regulations applicable to CC as a publicly-owned corporation; or";
z. a new Exhibit F is added immediately following Exhibit E in
the list of Exhibits in the table of contents of the Original Loan and
Security Agreement and to the Exhibits attached to the Original Loan and
Security Agreement, such new Exhibit F to be titled "Form of
Borrower/Corporate Guarantor Accession Letter" is attached hereto as
Exhibit A.
aa. a new Exhibit 3 is added immediately following Exhibit 2 in
the list of Exhibits in the table of contents of the Original Loan and
Security Agreement and to the Exhibits attached to the Original Loan and
Security Agreement, such new Exhibit 3 to be titled "Memorandum
regarding Offer to Repurchase 15% Senior Secured PIK Debentures due 2009
or Exchange such Securities for New Series 2003A Convertible Preferred
Stock" is attached hereto as Exhibit D.
2. Waivers. The Lenders waive compliance with the provisions of subsections
5.1(K), 5.8, 7.6(A) and 7.12 of the Original Loan and Security Agreement to the
extent, and only to the extent, necessary to permit: (i) the incorporation by CC
of COMFORCE Technical Services of Washington, Inc., a New York corporation; (ii)
the change of name of COMFORCE P-T-P Services, Inc. to CIT Southeast, Inc.;
(iii) the merger of PrO Services, Inc. into PrO Unlimited, Inc.; and (iv) the
merger of PrO Unlimited Services, Inc. into PrO Unlimited, Inc. Without limiting
the generality of the provisions of subsection 10.3 of the Original Loan and
Security Agreement, the waiver set forth in this Section 2 shall be limited
precisely as written and relates solely to the noncompliance by the Loan Parties
with the provisions of subsections 5.1(K), 5.8, 7.6(A) and 7.12 of the Original
Loan and Security Agreement in the manner and to the extent described above, and
nothing in this Section 2 shall be deemed to:
a. constitute a waiver of compliance by the Loan Parties in any
other instance or with respect to any other term, provision or condition
of the Original Loan and Security Agreement or any other instrument or
agreement referred to therein, including, without limitation, subsection
5.12(b) as it pertains to COMFORCE Technical Services of Washington,
Inc.; or
b. prejudice any right or remedy that the Administrative Agent
or any Lender may now have (except to the extent such right or remedy
was based upon existing defaults that will not exist after giving
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effect to the waiver set forth in this Section 2) or may have in the
future under or in connection with the Original Loan and Security
Agreement or any other instrument or agreement referred to therein.
3. Representations and Warranties. Each Loan Party represents and warrants
(which representations and warranties shall survive the execution and delivery
hereof) to the Lenders that:
a. no consent of any other person, including, without
limitation, shareholders or creditors of any Loan Party is required to
authorize, or is otherwise required in connection with the execution,
delivery and performance of this Amendment No. 7.
b. this Amendment No. 7 has been duly executed and delivered by
a duly authorized officer of each Loan Party, and constitutes the legal,
valid and binding obligations of such Loan Party, enforceable against
such party in accordance with its terms, except as enforcement thereof
may be subject to the effect of any applicable (i) bankruptcy,
insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally and (ii) general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity
or at law).
c. the execution, delivery and performance of this Amendment No.
7 will not violate any law, statute or regulation applicable to any Loan
Party, or any order or decree of any court or governmental
instrumentality applicable to such company, or conflict with, or result
in the breach of, or constitute a default under any contractual
obligation of such party, including the Loan Documents.
x. Xxxxxxx CPD Assets, Limited Partnership, a Delaware limited
partnership in which Xxxx X. Xxxxxxx, CC's chairman and chief executive
officer, holds a primary economic interest, is holder of approximately
$12,000,000 of Senior PIK Notes.
4. Effectiveness. The foregoing amendments and waivers contained in this
Amendment No. 7 to the Original Loan and Security Agreement shall become
effective as of December 29, 2002 upon the satisfaction in full of the following
conditions on a date (the "Effective Date") on or before January 23, 2003:
a. this Amendment No. 7 shall have been executed and delivered
by each Loan Party and each Lender;
b. as of the Effective Date, there shall be continuing no
Default or Event of Default;
c. as of the Effective Date, the aggregate outstanding principal
balance of the Revolving Loans plus the Letter of Credit Reserve shall
not exceed $85,000,000;
d. the Fee Letter shall have been amended in a manner acceptable
to the Administrative Agent;
e. CC shall have delivered updated Schedules 4.1(B) and 4.8 to
the Administrative Agent;
f. the Lenders, other than Guaranty Business Credit Corporation,
shall have acquired from Guaranty Business Credit Corporation and
Guaranty Business Credit Corporation shall have sold to such Lenders,
pro rata shares (based on the percentages of the Revolving Loan
Commitments as in effect immediately prior to the Effective Date and in
such percentages as shall result in each such Lender holding a
percentage of Revolving Credit Advances equal to its Revolving Loan
Commitment as set forth on the signature page of this Amendment No. 7)
of all Revolving Credit Advances held by Guaranty Business Credit
Corporation at such time, it being understood that as of the Effective
Date the Revolving Loan Commitment of Guaranty Business Credit
Corporation shall be $0 and the Revolving
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Loan Commitments of the other Lenders, including for the purposes of
participations in any Letters of Credit outstanding as of the Effective
Date, shall be as set forth on the signature pages hereto;
g. the representations made by the Loan Parties herein and in
the Loan Documents shall be true in all respects as of the Effective
Date (except as to any representation or warranty limited to a specific
earlier date);
h. the Administrative Agent shall have received from CC, COI and
USI, as compensation to the Lenders signatures for whom are set forth
below for the extension of the Termination Date pursuant to this
Amendment No. 7, an extension fee in immediately available funds in the
amount of $87,500 for the pro rata account of such Lenders;
i. the Administrative Agent shall have received from CC, COI and
USI, as compensation to the Lenders signatures for whom are set forth
below for the modification of the Fixed Charge Coverage covenant
pursuant to this Amendment No. 7, a fee in immediately available funds
in the amount of $25,000 for the pro rata account of such Lenders;
j. the Administrative Agent shall have received from CC copies
of the Exchange Offer No. 2 Documents, certified by CC as complete and
correct, which Exchange Offer No. 2 Documents shall be in full force and
effect;
k. the Administrative Agent shall have received a legal opinion,
dated the Effective Date and addressed to the Administrative Agent, the
Collateral Agent and the Lenders, from independent counsel to the Loan
Parties, as to the Original Loan and Security Agreement, as amended by
Amendment No. 7 and the other Loan Documents, in form and substance
satisfactory to the Administrative Agent; and
l. each Lender shall have received a Revolving Note (in
substantially the same form as that issued by the Borrowers to the
Lenders on the Closing Date), dated the Effective Date, in the amount of
the Revolving Loan Commitment for such Lender as set forth on the
signature page of Amendment No. 7, by the Borrowers to the order of such
Lender (and after such delivery, each Lender shall return its Revolving
Note, dated August 2, 2002 in the case of WBCC and dated December 7,
2001 in the case of the other Lenders, to Borrowers marked "Cancelled
and Replaced").
5. New or Replaced Schedules. Schedules 4.1(B) and 4.8 of the Original Loan
and Security Agreement shall be replaced with new Schedules 4.1(B) and 4.8 which
are attached hereto as Exhibits B and C, respectively.
6. Governing Law. This Amendment No. 7 to the Original Loan and Security
Agreement is being delivered in the State of New York and shall be governed by
and construed in accordance with the laws of the State of New York.
7. Counterparts. This Amendment No. 7 to the Original Loan and Security
Agreement is being executed by the parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all of
which counterparts together shall constitute but one and the same instrument.
8. Consent. By signing below, each Loan Party consents to the execution and
delivery of this Amendment No. 7 by each other Loan Party and agrees that the
obligations of such Loan Party under the Loan Documents continue in full force
and effect.
9. Miscellaneous. All references in the Loan Documents to the "Loan and
Security Agreement" and in the Original Loan and Security Agreement to "this
Agreement," "hereof," "herein" or the like shall mean and
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refer to the Original Loan and Security Agreement and this Amendment No. 7 (as
well as by all subsequent amendments, restatements, modifications and
supplements thereto).
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the Loan Parties, the Lenders, the Co-Agent, the Collateral
Agent and the Administrative Agent have caused this Amendment No. 7 to the
Original Loan and Security Agreement to be executed as of the day and year first
written above.
Holding Parties: COMFORCE CORPORATION
COMFORCE OPERATING, INC.
Borrowers: BRENTWOOD OF CANADA, INC.
BRENTWOOD SERVICE GROUP, INC.
BXI NET, INC.
CAMELOT COMMUNICATIONS GROUP, INC.
CAMELOT CONTROL GROUP, INC.
CLINICAL LABFORCE OF AMERICA, INC.
COMFORCE CODING SERVICES, INC.
COMFORCE INFORMATION TECHNOLOGIES, INC.
COMFORCE TECHNICAL ADMINISTRATIVE SERVICES, INC.
COMFORCE TECHNICAL NW, INC. (as successor to LABFORCE
OF AMERICA, INC.)
COMFORCE TECHNICAL SERVICES, INC.
COMFORCE TECHNICAL SERVICES OF WASHINGTON, INC.
COMFORCE TELECOM, INC.
XXXXX X., INC.
LABFORCE SERVICES OF AMERICA, INC.
PRO UNLIMITED, INC.
SUMTEC CORPORATION
TEMPORARY HELP INDUSTRY SERVICING COMPANY, INC.
THISCO OF CANADA, INC.
UNIFORCE PAYROLLING SERVICES, INC.
UNIFORCE PAYROLLING TRI-STATE INC.
UNIFORCE SERVICES, INC.
UNIFORCE STAFFING SERVICES, INC.
Inactive Subsidiaries: CIT SOUTHEAST, INC. (formerly known as COMFORCE P-T-P
Services, Inc.)
[Signatures Continued on Following Page]
[SIGNATURE PAGE 1 OF 2 TO AMENDMENT NO. 7]
For each of the foregoing corporations:
By:
-----------------------------------------------
Name:
Title:
WHITEHALL BUSINESS CREDIT CORPORATION (as successor
to IBJ Whitehall Business Credit Corporation), as
Administrative Agent and Lender
By:
-----------------------------------------------
Name:
Title:
Revolving Loan Commitment:
$16,420,454.53
THE CIT GROUP/BUSINESS CREDIT, INC.,
as Collateral Agent and Lender
By:
-----------------------------------------------
Name:
Title:
Revolving Loan Commitment:
$16,420,454.53
TRANSAMERICA BUSINESS CAPITAL CORPORATION (as
successor to Transamerica Business Credit
Corporation), as Co-Agent and Lender
By:
-----------------------------------------------
Name:
Title:
Revolving Loan Commitment:
$16,420,454.53
[Signatures Continued on Following Page]
[SIGNATURE PAGE 2 OF 2 TO AMENDMENT NO. 7]
FLEET CAPITAL CORPORATION, as Lender
By:
-----------------------------------------------
Name:
Title:
Revolving Loan Commitment:
$12,556,818.17
JPMORGAN CHASE BANK (formerly known as The Chase
Manhattan Bank), as Lender
By:
-----------------------------------------------
Name:
Title:
Revolving Loan Commitment:
$12,556,818.17
LASALLE BUSINESS CREDIT, LLC (as successor by merger
to LaSalle Business Credit, Inc.), as Lender
By:
-----------------------------------------------
Name:
Title:
Revolving Loan Commitment:
$10,625,000.07
