EXHIBIT 10.4
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT entered
into this 31st day of March, 2003 by and among TEAMSTAFF, INC. (the "Borrower"),
a corporation incorporated under the laws of the State of New Jersey, having its
principal office at 000 Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, TeamStaff
Solutions, Inc, DSI Staff Connxions Northeast, Inc., DSI Staff Connxions
Southwest, Inc., TeamStaff Rx, Inc., TeamStaff I, Inc., TeamStaff II, Inc.,
TeamStaff III, Inc., TeamStaff IV, Inc., TeamStaff V, Inc., TeamStaff VI, Inc.,
TeamStaff VIII, Inc., TeamStaff IX, Inc., TeamStaff Insurance Services, Inc.,
Employer Support Services, Inc., HR2, Inc., XxxxxxXxxx.xxx, Inc., Digital
Insurance Services, Inc. (collectively, the "Guarantors") with respective
addresses as shown on Schedule 5.13 hereof and FLEET NATIONAL BANK (the "Bank"),
a national bank association organized under the laws of the United States of
America, having an office at 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000.
W I T N E S S E T H:
WHEREAS, the Bank Guarantors and the Borrower have previously
entered into a commercial lending arrangement in accordance with the terms and
conditions of a certain Loan and Security Agreement dated April 9, 2002 (the
"Agreement");
WHEREAS, on April 9, 2002, the "Guarantors" each executed in
favor of the Lender a certain Continuing Unlimited and Collateralized Guaranty
(the "Guaranty") pursuant to which the Guarantors each guaranteed the Loan of
the Borrower to the Bank;
WHEREAS, the Lender and the Borrower seek to memorialize the
modifications to the Agreement by this writing.
NOW, THEREFORE, for and in consideration of the mutual
covenants and agreements herein contained, and other good and valuable
consideration, receipt of which is hereby acknowledged, it is agreed as follows:
1. Section 1, Definitions of the Agreement is hereby modified
to delete the definition of Termination Date and a new definition of
"Termination Date" is substituted therefore to read as follows:
"Termination Date": March 31, 2004 or such other date
as the Bank may agree in writing to extend the Termination
Date until, without there being any obligation on the part of
the Bank to extend the Termination Date.
2. Subsections 2.1(a) of the Agreement is hereby deleted and
new Subsections 2.1(a) is substituted therefor to read as follows:
(a) Revolving Loan. The Bank agrees to lend and make
Advances under the Revolving Loan to the Borrower from time to
time until the Termination Date in amounts which shall not
exceed in the aggregate, at any one time outstanding, the
lesser of (i) SIX MILLION AND 00/00 DOLLARS ($6,000,000) or
(ii) the sum of the 85% of the Qualified Accounts less an
amount reserved by the Bank, in its sole discretion (the
lesser of (i) or (ii) above shall be referred to as the
"Borrowing Base"). The Bank has the right to, from time to
time, in its reasonable discretion, establish reserves against
the Borrowing Base.
3. Upon execution of this Amendment, the Borrower shall
deliver the following to the Bank: (a) this Amendment properly executed, (b) the
Amended Master Note properly executed, (c) the Guarantors' Ratification properly
executed, (d) within 45 days from the date hereof an executed opinion of
Borrower's counsel in form and substance satisfactory to Bank, and (e) such
other materials reasonably required by the Bank. It is understood and agreed
that Borrower shall pay all fees and costs incurred by Bank in entering into
this Amendment
-1-
and the other documents executed in connection herewith, including but not
limited to all reasonable attorney fees and expenses of Bank's counsel.
4. All of the remaining terms and conditions of the Agreement
shall remain in full force and effect as though set forth herein at length to
the extent not inconsistent with the terms of this Amendment, and any term in
initial capital letters not otherwise defined herein shall have the meaning
ascribed thereto in the Agreement.
IN WITNESS WHEREOF, the parties hereunto set their hands and
seals or caused these presents to be signed by their respective corporate
officers and the proper corporate seal to be affixed hereto the day and year
first above mentioned.
ATTEST: TEAMSTAFF, INC.
_________________________________ BY:___________________________________
XXXXXX X. XXXXXX, CONTROLLER XXXXXX X. XXXXXXX, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
ATTEST: TEAMSTAFF SOLUTIONS, INC
________________________________ BY:___________________________________
XXXXXX X. XXXXXX, CONTROLLER XXXXXX X. XXXXXXX, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
ATTEST: DSI STAFF CONNXIONS NORTHEAST, INC.
_________________________________ BY:___________________________________
XXXXXX X. XXXXXX, CONTROLLER XXXXXX X. XXXXXXX, CHAIRMAN AND CHIEF
EXECUTIVE OFFICE
ATTEST: DSI STAFF CONNXIONS SOUTHWEST, INC.
_________________________________ BY:___________________________________
XXXXXX X. XXXXXX, CONTROLLER XXXXXX X. XXXXXXX, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
ATTEST: TEAMSTAFF RX, INC.
_________________________________ BY:___________________________________
XXXXXX X. XXXXXX, CONTROLLER XXXXXX X. XXXXXXX, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
-2-
ATTEST: TEAMSTAFF I, INC.
_________________________________ BY:___________________________________
XXXXXX X. XXXXXX, CONTROLLER XXXXXX X. XXXXXXX, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
ATTEST: TEAMSTAFF II, INC.
_________________________________ BY:___________________________________
XXXXXX X. XXXXXX, CONTROLLER XXXXXX X. XXXXXXX, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
ATTEST: TEAMSTAFF III, INC.
_________________________________ BY:___________________________________
XXXXXX X. XXXXXX, CONTROLLER XXXXXX X. XXXXXXX, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
ATTEST: TEAMSTAFF IV, INC.
_________________________________ BY:___________________________________
XXXXXX X. XXXXXX, CONTROLLER XXXXXX X. XXXXXXX, CHAIRMAN AND CHIEF
EXECUTIVE OFFICE
ATTEST: TEAMSTAFF V, INC.
_________________________________ BY:___________________________________
XXXXXX X. XXXXXX, CONTROLLER XXXXXX X. XXXXXXX, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
ATTEST: TEAMSTAFF VI, INC.
_________________________________ BY:___________________________________
XXXXXX X. XXXXXX, CONTROLLER XXXXXX X. XXXXXXX, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
ATTEST: TEAMSTAFF VIII, INC.
_________________________________ BY:___________________________________
XXXXXX X. XXXXXX, CONTROLLER XXXXXX X. XXXXXXX, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
-3-
ATTEST: TEAMSTAFF IX, INC.
_________________________________ BY:___________________________________
XXXXXX X. XXXXXX, CONTROLLER XXXXXX X. XXXXXXX, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
ATTEST: TEAMSTAFF INSURANCE SERVICES, INC.
_________________________________ BY:___________________________________
XXXXXX X. XXXXXX, CONTROLLER XXXXXX X. XXXXXXX, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
ATTEST: EMPLOYER SUPPORT SERVICES, INC.
_________________________________ BY:___________________________________
XXXXXX X. XXXXXX, CONTROLLER XXXXXX X. XXXXXXX, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
ATTEST: HR2, INC.
_________________________________ BY:___________________________________
XXXXXX X. XXXXXX, CONTROLLER XXXXXX X. XXXXXXX, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
ATTEST: XXXXXXXXXX.XXX, INC.
_________________________________ BY:___________________________________
XXXXXX X. XXXXXX, CONTROLLER XXXXXX X. XXXXXXX, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
ATTEST: DIGITAL INSURANCE SERVICES, INC.
_________________________________ BY:___________________________________
XXXXXX X. XXXXXX, CONTROLLER XXXXXX X. XXXXXXX, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
FLEET NATIONAL BANK
BY:___________________________________
XXXX XXXXX, VICE PRESIDENT
-4-
