EXHIBIT 4.1
NEITHER THIS NOTE NOR ANY SECURITIES ISSUABLE UPON THE CONVERSION OR EXCHANGE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE. NEITHER THIS NOTE NOR ANY SECURITIES ISSUABLE UPON
THE CONVERSION OR EXCHANGE HEREOF MAY BE OFFERED OR SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
SUCH REGISTRATION.
SECOND AMENDED, RESTATED AND CONSOLIDATED
8.00% SUBORDINATED CONVERTIBLE NOTE
DUE DECEMBER 2, 2009
$1,299,402 (as may be modified by allonges to this Note) As of December 1, 2004
FOR VALUE RECEIVED, COMFORCE Corporation, a Delaware corporation (the
"Company"), hereby promises to pay to Fanning CPD Assets, Limited Partnership,
or its registered assigns (the "Holder"), on December 2, 2009 (the "Maturity
Date"), the original principal amount of $1,299,402 plus such additional
principal amounts as may from time to time be evidenced by allonges to this Note
and less such principal amounts as may from time to time be repaid as evidenced
by allonges to this Note, and to pay interest on the principal amount hereof
outstanding from time to time, in such amounts, at such times and on such terms
and conditions as are specified herein.
This Note is being issued in replacement of that certain 8.00% Amended and
Restated Subordinated Convertible Note due December 2, 2009 dated December 1,
2003, in the principal amount of $7,420,291.12, together with allonges in
respect of capitalized interest of $296,811.66 as of June 1, 2004 and
$308,684.12 as of December 1, 2004, which Amended and Restated Subordinated
Convertible Note in turn replaced those certain 8.00% Subordinated Convertible
Notes due December 2, 2009 dated September 21, 2001 in the principal amount of
$8,000,000.00, dated December 1, 2001 in the principal amount of $120,888.89,
dated June 1, 2002 in the principal amount of $324,835.56, dated December 1,
2002 in the principal amount of $337,828.98, dated June 1, 2003 in the principal
amount of $351,342.14 and dated December 1, 2003 in the principal amount of
$285,395.82, less $2,000,000.00 in principal amount retired as of September 26,
2003 (collectively, the "Old Notes"). This Note replaces the Old Notes, which
are hereby terminated, void and of no further effect.
Article 1. Interest
Interest shall accrue on the unpaid principal amount of this Note at the
rate of eight percent (8.00%) per annum. Interest shall be due and payable on
this Note (i) semi-annually on June 1 and December 1 in each year commencing on
June 1, 2005 and continuing until the Maturity Date (each, an "Interest Payment
Date"), except that any and all interest accrued and unpaid on this Note from
and after June 1, 2009 shall be due and payable on the Maturity Date
instead of the Interest Payment Date of December 1, 2009, or (ii) upon earlier
acceleration of this Note. The record date for payment of interest shall be
fifteen (15) days before each Interest Payment Date. Interest shall be computed
on the basis of a 360-day year consisting of twelve (12) 30-day months. Interest
shall be paid in cash or, at the option of the Company, in kind through the
addition to principal hereunder of the amount of accrued interest due and
payable as of any Interest Payment Date, in each instance as evidenced by an
allonge to this Note. In the event this Note is converted in whole or in part
into other securities of the Company in accordance with its terms, all interest
accrued on the principal amount so converted shall be included as a part of the
sum converted and shall accordingly thereafter not be payable to the Holder.
Article 2. Method of Payment, Subordination
(a) Each cash payment under this Note shall be in immediately available
funds in accordance with the written instructions of the Holder, and each
payment in kind of interest under this Note shall be evidenced by an allonge
stating that interest in the specified amount has been paid through its addition
to principal. In the case of cash payments, in the absence of such instructions,
the Company shall make the payment by check timely delivered to the Holder.
(b) (i) This Note is an unsecured obligation of the Company and is
subordinate in right of payment to the prior payment in full in cash of all of
the Company's present and future liabilities, indebtedness and obligations
(including, without limitation, all principal, interest (including interest at
the contracted for rate accruing after the commencement of a Proceeding (as
defined below) in which the Company or any Affiliate thereof is a debtor,
whether or not a claim for such interest is an allowed claim in any such
Proceeding), fees, indemnities, reimbursement of drawings under letters of
credit, expenses and other amounts) under the Company's senior secured credit
facilities (as amended from time to time) provided by PNC Bank, N.A. and the
other lenders party thereto from time to time as well as any senior secured
credit facilities provided by any lenders that refinance, refund or replace such
senior secured credit facilities (collectively, "Senior Indebtedness").
Notwithstanding anything to the contrary herein contained, except as provided
below in the case of a Proceeding, no payments of interest, principal or other
amounts shall be made hereunder if and so long as any default has occurred and
is continuing under any other debt instruments or agreements of the Company or
instruments or agreements guaranteed by the Company (including without
limitation any "Default" or "Event of Default" that may occur under (and as such
terms are defined in the documents evidencing) the Senior Indebtedness) or is
likely to occur as a result of any such payment hereunder. Unless and until any
such default has occurred and is continuing (including without limitation any
"Default" or "Event of Default" that may occur under the Senior Indebtedness),
the Company may pay to the Holder regularly scheduled installment payments of
principal, interest, or both, as the case may be, pursuant to the terms of this
Note.
(ii) Upon any payment or distribution of any assets of the Company of
any kind or character, whether in cash, property or securities (including,
without limitation, payments or distributions payable to the holder of this
Note by virtue of the terms of any indebtedness which is subordinated in
right of payment to this Note and, payable to the holder of this Note by
virtue of any subordination agreement in which the holder of this Note is a
senior creditor (such
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payment or distribution being hereinafter referred to as a "Subordinated
Payment")), by set-off or otherwise, to creditors in any liquidation or
other winding-up of the Company or in the event of any receivership,
insolvency, reorganization or bankruptcy proceeding, assignment for the
benefit of creditors or any proceeding by or against the Company for any
relief under any bankruptcy, reorganization or insolvency law or laws,
Federal or state, or any law, Federal or state, relating to the relief of
debtors, readjustment of indebtedness, reorganization, composition or
extension of indebtedness (each, a "Proceeding"), the holders of Senior
Indebtedness shall first be entitled to receive payment in full in cash, in
accordance with the terms thereof and of this Article 2(b), of all amounts
payable under or in respect of such Senior Indebtedness, before any payment
or distribution (including, without limitation, Subordinated Payments) is
made on, or in respect of, any indebtedness arising under this Note, and,
in any such Proceeding, any distribution or payment, to which the holders
of Senior Indebtedness would be entitled except for the provisions hereof
(including, without limitation, Subordinated Payments), shall be paid by
the Company, or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution directly
to the holders of Senior Indebtedness (or to their agent or representative)
to the extent necessary to pay all such Senior Indebtedness in full in
cash, after giving effect to any concurrent payment or distribution to the
holder of such Senior Indebtedness.
(iii) In the event that, notwithstanding the foregoing, in any such
Proceeding any payment or distribution of any assets of the Company, of any
kind or character, whether in cash, property or securities, by set-off or
otherwise, shall be received by the holder of this Note, (including,
without limitation, Subordinated Payments) before all Senior Indebtedness
is paid in full in cash, such payment or distribution shall be received
(whether or not such payment or distribution shall have been made in
accordance with a plan of reorganization or arrangement approved in
bankruptcy or other proceedings) in trust on behalf of the holders of
Senior Indebtedness and shall be paid over to the holders of Senior
Indebtedness (or to their agent or representative) for application to the
payment of all Senior Indebtedness remaining unpaid until such Senior
Indebtedness shall have been paid in full in cash, after giving effect to
any concurrent payment or distribution to the holders of such Senior
Indebtedness. In the event of the failure of the holder of this Note to
endorse or assign to the holders of Senior Indebtedness (or their agent or
representative) any such payment or distribution, the holders of Senior
Indebtedness are hereby irrevocably authorized to endorse or assign the
same on behalf of the holder of this Note.
(iv) By its acceptance of this Note, the holder hereof agrees that
without notice to or consent by it (a) the liability of the Company in
respect of any Senior Indebtedness may, in whole or in part, be renewed,
extended, modified, restated, released, replaced, refinanced or refunded by
the holders of Senior Indebtedness and the relevant documents governing
Senior Indebtedness may be amended or supplemented, as such holders of
Senior Indebtedness may deem advisable, (b) any collateral and/or security
interests in respect of Senior Indebtedness may, from time to time, in
whole or in part, be exchanged, released, not perfected, not timely
perfected, sold or surrendered by the holders of Senior Indebtedness, (c)
the amount of the Senior Indebtedness may, from time to time, be increased
through further loans, or otherwise, (d) any deposit balance or balances to
the credit of the Company may, from time to time, in whole or in part, be
surrendered or released by the holders of Senior Indebtedness, and (e) any
of the
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provisions hereof may be waived partially or entirely by the holders of
Senior Indebtedness as to some of the 8.00% Subordinated Convertible Notes
of the Company but not other 8.00% Subordinated Convertible Notes of the
Company, all without impairing or in any way affecting the subordination of
this Note contained in this Article 2(b); nor shall the subordination of
this Note herein contained be impaired or affected in any way by any other
action, inaction or omission in respect of the Senior Indebtedness or this
Agreement. No right of any present or future holder of Senior Indebtedness
to enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms, provisions and
covenants of this Agreement, regardless of any knowledge thereof any such
holder may have or be otherwise charged with.
Article 3. Conversion
Section 3.1. Xxxxxx's Right to Convert. The outstanding principal of this
Note and interest accrued hereon through the date of conversion may, at the
option of the Holder at any time prior to the Maturity Date, be converted, in
whole or in part, into Common Stock of the Company at a conversion price of One
Dollar and Seventy Cents ($1.70) per share, as adjusted (the "Conversion
Price"); provided, however, that if such conversion would result in a "Change of
Control" as defined in Section 1.1 of the Indenture governing the 12% Senior
Notes due 2007 (the "Senior Notes"), each dated November 26, 1997, as amended
(the "Indenture"), unless and until all of the Senior Notes have been fully
paid, this Note shall be convertible into a like number of shares of a series of
non-voting Preferred Stock having a nominal liquidation preference (but no other
preferences), which in turn will be convertible into Common Stock at the
Holder's option at any time so long as such conversion would not result in a
Change of Control under the Indentures ("Non-Voting Preferred Stock"), all in
accordance with designations of rights and preferences reasonably acceptable to
the Holder to be filed with the Secretary of State of Delaware upon the Holder's
request.
Section 3.2. Conversion Mechanics. Before the Holder shall be entitled to
convert this Note into shares of Common Stock or Non-Voting Preferred Stock
pursuant to Section 3.1, the Holder shall surrender this Note to the Company,
accompanied by a written notice of election to convert in the form attached
hereto specifying the date of conversion, which shall be at least 61 days after
such notice is sent. The Holder shall not be prohibited from withdrawing its
election to convert at any time prior to the date fixed for conversion. The
Company shall, on the specified conversion date or as soon thereafter as is
practicable, issue and deliver at such office to the Holder, a certificate or
certificates for the number of shares of Common Stock or Non-Voting Preferred
Stock to which the Holder shall be entitled. The Company shall not issue a
fractional share of any equity security otherwise issuable upon the conversion
of this Note. Instead, the Company shall pay, in lieu of any fractional share,
the cash value thereof based on the last reported sale price of Common Stock on
the date of conversion. The Company shall pay any documentary, stamp or similar
issue or transfer tax due on the issue of securities upon the conversion of this
Note.
Section 3.3 Adjustments.
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(a) In the event the Company should at any time or from time to time
following the initial date of issuance of this Note fix a record date for the
effectuation of a split or subdivision of the outstanding shares of Common Stock
or the determination of holders of Common Stock entitled to receive a dividend
or other distribution payable in additional shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as "Common Stock Equivalents") without payment of any consideration
by such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend, distribution, split or subdivision if no record date is fixed),
the Conversion Price, as applicable, shall be appropriately decreased so that
the number of shares of Common Stock issuable on conversion of this Note shall
be increased in proportion to such increase in the aggregate of the number of
shares of Common Stock outstanding plus the number of shares of Common Stock
issuable with respect to such Common Stock Equivalents.
(b) If the number of shares of Common Stock outstanding at any time
following the initial date of issuance of this Note is decreased by a
combination of the outstanding shares of Common Stock, then, following the
record date of such combination, the Conversion Price shall be appropriately
increased so that the number of shares of Common Stock issuable on conversion of
this Note shall be decreased in proportion to such decrease in outstanding
shares.
(c) If the Common Stock issuable upon conversion of this Note shall be
changed into the same or different number of shares of any other class or
classes of stock, whether by capital reorganization, reclassifications or
otherwise (other than a Business Consolidation Transaction as defined in Section
3.3(e)), the Conversion Price then in effect shall, concurrently with the
effectiveness of such reorganization or reclassification, be proportionately
adjusted such that this Note shall be convertible into, in lieu of the number of
shares of Common Stock or Non-Voting Preferred Stock that the Holder would
otherwise have been entitled to receive, a number of shares of such other class
or classes of stock equivalent to the number of shares of Common Stock that
would have been subject to receipt by the holders upon conversion of this Note
immediately before that change.
(d) In the event the Company intends to declare a distribution payable in
securities of other persons, evidences of indebtedness issued by the Company or
other persons, assets (excluding cash dividends) or options or rights, then, in
each such case, it shall provide notice to Holder of such intended distribution
and afford the Holder the opportunity to (i) determine if it would be in its
interest to convert this Note in accordance with the terms of Article 3, and
(ii) effect such conversion prior to the proposed distribution of securities.
(e) If at any time or from time to time the Common Stock or Non-Voting
Preferred Stock issuable upon conversion of this Note shall be changed into the
same or different number of shares of any other class or classes of stock in a
Business Consolidation Transaction (as defined below), provision shall be made
so that the Holder shall thereafter be entitled to receive upon conversion of
this Note the number of shares of stock or other securities or property of the
Company or otherwise, to which a holder of the Common Stock deliverable upon
such conversion would have been entitled as a result of Business Consolidation
Transaction.
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In any such case, appropriate adjustment shall be made in the application of the
provisions of this Article 3 with respect to the rights of the Holder to the end
that the provisions of this Article 3 shall be applicable after that event as
nearly equivalent as is practicable. For the purposes of this Section 3.3, a
"Business Consolidation Transaction" shall be deemed to occur if the Company
shall (i) sell, convey, lease or otherwise dispose of all or substantially all
of its property or business, (ii) enter into a compulsory share exchange
pursuant to which the Common Stock is converted into the right to receive other
cash or other securities or property, (iii) merge into or consolidate with any
other corporation or other business entity or (iv) effect any other like
transaction not provided for elsewhere in this Section 3.3.
(f) Notwithstanding anything to the contrary herein contained, no
adjustment of the Conversion Price or any conversion ratio shall be made based
upon the issuance of Common Stock (or any other securities convertible into
Common Stock) under a dividend reinvestment or employee benefit plan or program,
or in lieu of the payment of cash interest, or upon the issuance of rights under
a shareholder rights plan.
(g) If any action would require adjustment of the conversion ratio pursuant
to more than one of the provisions of this Section 3.3, only one adjustment will
be made with respect to that action and such adjustment will be the amount of
the adjustment that has the highest value to the Holder.
Section 3.4. Restrictions on Transfer. This Note and any securities
issuable upon the conversion hereof have not been registered under the
Securities Act of 1933 (the "Act") and this Note and such securities may not be
offered for sale, sold or otherwise transferred unless such offer, sale or other
transfer is registered under the Act or such securities or such transfer is
exempt from such registration. Notwithstanding the foregoing, the Holder may
transfer this Note or securities issuable upon conversion hereof to any other
person that directly or indirectly controls, or is under common control with, or
is controlled by, the Holder and, if the Holder is an individual, the
individual's spouse and any trust whose principal beneficiary is, or limited
partnership whose equity holders are, such Holder and/or one or more members of
such Holder's immediate family (including parents, siblings, spouse and
children, whether by birth or by adoption) of such individual.
Article 4. Prepayment
This Note may be prepaid in whole or in part at any time, provided that (i)
the closing price of the Common Stock shall have been at least 125% of the
Conversion Price for the 20 consecutive trading days ended within five days
prior to the date the Company advises the Holder of its election to prepay this
Note and (ii) for any prepayment to be effected prior to November 30, 2006, a
prepayment premium equal to the percentage specified below (of the amount of
principal prepaid) shall be paid at the time of such prepayment:
(a) from December 1, 2004 to November 30, 2005, 2% of the principal
prepaid; and
(b) from December 1, 2005 to November 30, 2006, 1% of the principal
prepaid.
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The Company shall provide to the Holder notice of its election to prepay
this Note (or any portion hereof) at least 10 business days prior to prepayment
and shall afford the Holder the right to convert this Note to Common Stock at
any time prior to the date fixed for prepayment (which prepayment date shall not
be more than 20 business days after the date such notice is mailed by the
Company). Any prepayments shall be made ratably among this Note and any other
Series Notes based upon the outstanding principal amount thereof.
Article 5. Reports
The Company will mail to the Holder hereof at the address as shown in the
records of the Company a copy of any report or proxy statement that it gives to
its stockholders generally at the time such report or statement is sent to
stockholders.
Article 6. Defaults and Remedies
Section 6.1. Events of Default. An "Event of Default" occurs if (a) the
Company fails to make the payment of the principal of, and interest on, this
Note when the same becomes due and payable, and such failure continues for 30
days, (b) the Company fails to comply with any of its other obligations under
this Note, and such failure continues for the period and after the notice
specified below, or (c) the Company, pursuant to or within the meaning of any
Bankruptcy Law (as hereinafter defined): (i) commences a voluntary case; (ii)
consents to the entry of an order for relief against it in an involuntary case;
(iii) consents to the appointment of a Custodian (as hereinafter defined) of it
or for all or substantially all of its property; (iv) makes a general assignment
for the benefit of its creditors; or (v) a court of competent jurisdiction
enters an order or decree under any Bankruptcy Law that: (A) is for relief
against the Company in an involuntary case; (B) appoints a Custodian of the
Company or for all or substantially all of its property or (C) orders the
liquidation of the Company, and the order or decree remains unstayed and in
effect for 90 days.
As used in this Section 6.1, the term "Bankruptcy Law" means Title 11 of
the United States Code or any similar federal or state law for the relief of
debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law.
A default under clause (b) above is not an Event of Default until the
holders of at least 25% of the aggregate outstanding principal amount of the
Series Notes notify the Company of such default and the Company does not cure it
within 30 days after the receipt of such notice, which must specify the default,
demand that it be remedied and state that it is a "Notice of Default."
Section 6.2. Default Rate Interest. From the date of the occurrence of an
Event of Default and until cured or until this Note is paid in full, this Note
shall bear interest at the rate of ten percent (10%) per annum.
Section 6.3. Acceleration. If an Event of Default is not cured within the
requisite period, the holders of 25% of the aggregate outstanding principal
amount of the Series Notes may declare the Series Notes to be immediately due
and payable; provided, however, that such
7
acceleration of the Series Notes may be rescinded by the consent of the holders
of at least a majority of the aggregate outstanding principal amount of the
Series Notes if the Event of Default has been cured.
Article 7. Registered Notes
Section 7.1. Record Ownership. The Company shall maintain a register of the
holders of the Series Notes (the "Register") showing their names and addresses
and the principal amounts and dates of Notes issued to or transferred of record
by them from time to time. The Register may be maintained in electronic,
magnetic or other computerized form. The Company may treat the person named as
the Holder of this Note in the Register as the sole owner of this Note. The
Holder of this Note is the person exclusively entitled to receive payments of
principal and interest on this Note, receive notifications with respect to this
Note, and otherwise exercise all of the rights and powers as the absolute owner
hereof.
Section 7.2. Registration of Transfer. Permitted transfers of this Note may
be registered on the Register. Permitted transfers shall be registered when this
Note is presented to the Company with a request to register the transfer hereof
and the Note is duly endorsed by the appropriate person, reasonable assurances
are given that the endorsements are genuine and effective, and the Company has
received evidence satisfactory to it that such transfer is in compliance with
all applicable laws, including tax laws and state and federal securities laws.
When this Note is presented for transfer and duly transferred hereunder, it
shall be canceled and a new Note showing the name of the transferee as the
record holder thereof shall be issued in lieu hereof. When this Note is
presented to the Company with a reasonable request to exchange it for an equal
principal amount of Notes of other denominations, the Company shall make such
exchange and shall cancel this Note and issue in lieu thereof Notes having a
total principal amount equal to this Note in the denominations requested by the
Holder. The Company may charge a reasonable fee for any registration of transfer
or exchange other than one occasioned by a notice of prepayment or the
conversion hereof.
Section 7.3. Worn and Lost Notes. If this Note becomes worn, defaced or
mutilated but is still substantially intact and recognizable, the Company or its
agent may issue a new Note in lieu hereof upon its surrender. Where the Holder
of this Note claims that the Note has been lost, destroyed or wrongfully taken,
the Company shall issue a new Note in place of the original Note if the Holder
so requests by written notice to the Company actually received by the Company
before it is notified that the Note has been acquired by a bona fide purchaser
and, if required by the Company, the Holder has delivered to the Company an
indemnity bond in such amount and issued by such surety as the Company deems
satisfactory together with an affidavit of the Holder setting forth the facts
concerning such loss, destruction or wrongful taking and such other information
in such form with such proof or verification as the Company may request.
Article 8. Notices
Except as otherwise provided in this Note, any notice which is required or
convenient under the terms of this Note shall be duly given if it is in writing
and (i) delivered in person, (ii) mailed by first class mail, postage prepaid,
(iii) sent by facsimile transmission, or (iv) sent by
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private overnight mail service (such as Federal Express) and directed to the
Holder of the Note at the Holder's address as it appears in the records of the
Company or to the Company at its principal executive offices. Such notice shall
be effective, when personally delivered, upon receipt; when sent by first class
mail, four business days after deposit with the United States Postal Service;
when sent by facsimile transmission, upon receipt of confirmation of
transmission; or when sent by private overnight mail service, the next business
day after deposit.
Article 9. Time
Where this Note authorizes or requires the payment of money or the
performance of a condition or obligation on a Saturday or Sunday or a public
holiday, or authorizes or requires the payment of money or the performance of a
condition or obligation within, before or after a period of time computed from a
certain date, and such period of time ends on a Saturday or a Sunday or a public
holiday, such payment may be made or condition or obligation performed on the
next succeeding business day, and if the period ends at a specified hour, such
payment may be made or condition performed, at or before the same hour of such
next succeeding business day, with the same force and effect as if made or
performed in accordance with the terms of this Note. Where time is extended by
virtue of the provisions of this Article 9, such extended time shall not be
included in the computation of interest.
Article 10. Rules of Construction
In this Note, unless the context otherwise requires, words in the singular
number include the plural, and in the plural include the singular, and words of
the masculine gender include the feminine and the neuter, and when the sense so
indicates, words of the neuter gender may refer to any gender. The numbers and
titles of sections contained in this Note are inserted for convenience of
reference only, and they neither form a part of this Note nor are they to be
used in the construction or interpretation hereof.
Article 11. Governing Law
The validity, terms, performance and enforcement of this Note shall be
governed and construed by the provisions hereof and in accordance with the laws
of the State of New York applicable to agreements that are negotiated, executed,
delivered and performed solely in the State of New York.
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IN WITNESS WHEREOF, the Company has duly executed this Note on December 8, 2004
effective as of December 1, 2004.
COMFORCE CORPORATION
By:
---------------------------------
Name:
Title:
10
NOTICE OF CONVERSION OR EXCHANGE
[To be completed and signed only upon conversion or exchange of Note]
The undersigned, the Holder of this Note, hereby irrevocably elects to exercise
the right to convert it into securities of COMFORCE Corporation, effective as of
___________________________ (which shall be a date at least 61 days after this
notice is sent), as follows:
[Complete if less than Dollars ($ )*
all of principal amount ----------------------------
is to be converted]
__________________________________________
(Name of Holder of shares if different than
registered Holder of Note)
__________________________________________
(Address of Holder if different than address
of registered Holder of Note)
__________________________________________
(Social Security or EIN of Holder of shares
if different than Holder of Note)
*If the principal amount of the Note to be converted is less than the
entire principal amount thereof, a new Note for the balance of the
principal amount shall be returned to the Holder of the Note.
Date:________________ Sign:_____________________________________
(Signature must conform in all respects
to name of Holder shown on face of this
Note)
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Assignment of Note
The undersigned hereby sell(s) and assign(s) and transfer(s) unto
________________________________________________________________________
(name, address and SSN or EIN of assignee)
__________________________________________________Dollars ($______________)
of principal amount of this Note together with all accrued interest hereon.
Date:________ Sign:__________________________________________
(Signature must conform in all respects to
name of Holder shown on face of Note)
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FORM OF ALLONGE
to
the Second Amended, Restated and Consolidated 8.00% Subordinated
Convertible Note due December 2, 2009 dated December 1, 2004 in the original
principal amount of $1,299,402 of COMFORCE Corporation
As of [____________], the Second Amended, Restated and Consolidated 8.00%
Subordinated Convertible Note due December 2, 2009 dated December 1, 2004 in the
original principal amount of $1,299,402 of COMFORCE Corporation is hereby
further amended to include the additional principal amount of $[_______________]
representing the payment of interest under such Note for the period from
[_______________] to [_________________].
Executed this [ ] day of [ ].
COMFORCE Corporation
By: __________________________________
Its: __________________________________
OR
As of [_____________________], the Second Amended, Restated and Consolidated
8.00% Subordinated Convertible Note due December 2, 2009 dated December 1, 2004
in the original principal amount of $1,299,402 of COMFORCE Corporation is hereby
further amended to evidence the repayment by COMFORCE Corporation of principal
in the amount of $[_________________] as of [_________________].
Executed this [ ] day of [ ].
COMFORCE Corporation
By: __________________________________
Its: __________________________________
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