REVOLVING CREDIT NOTE
$7,000,000 June 8, 2005
This Revolving Credit Note is executed and delivered under and pursuant to
the terms of that certain Revolving Credit and Security Agreement dated as of
the date hereof (as amended, restated, supplemented or modified from time to
time, the "Credit Agreement") by and among the undersigned, as Borrowers, the
various financial institutions named therein or which hereafter become a party
thereto (each individually a "Lender" and collectively, "Lenders") and PNC BANK,
NATIONAL ASSOCIATION (in its individual capacity, "PNC"), as agent for Lenders
(in such capacity, "Agent"). Capitalized terms not otherwise defined herein
shall have the meanings provided in the Credit Agreement.
FOR VALUE RECEIVED, each of the Borrowers hereby promises, jointly and
severally, to pay to the order of PNC BANK, NATIONAL ASSOCIATION ("Payee"), at
the office of Agent located at PNC Bank Center, Two Tower Center, 8th Floor,
East Brunswick, New Jersey 08816 or at such other place as Agent may from time
to time designate to Borrowers in writing:
(i) the principal sum of Seven Million Dollars ($7,000,000) or, if
different, from such amount, the unpaid principal balance of Xxxxx's Commitment
Percentage of the Revolving Advances as may be due and owing under the Credit
Agreement, payable in accordance with the provisions of the Credit Agreement,
subject to acceleration upon the occurrence of an Event of Default under the
Credit Agreement or earlier termination of the Credit Agreement pursuant to the
terms thereof; and
(ii) interest on the principal amount of the Revolving Advances under this
Revolving Credit Note from time to time outstanding until such principal amount
is paid in full at the applicable Interest Rate in accordance with the
provisions of the Credit Agreement. In no event, however, shall interest exceed
the amount collectible at the maximum interest rate permitted by law. Upon and
after the occurrence of an Event of Default, and during the continuation
thereof, interest shall be payable at the Default Rate.
This Revolving Credit Note is one of the Revolving Credit Notes referred to
in the Credit Agreement and is secured by the liens granted pursuant to the
Credit Agreement and the Other Documents, is entitled to the benefits of the
Credit Agreement and the Other Documents and is subject to all of the
agreements, terms and conditions therein contained.
This Revolving Credit Note is subject to mandatory prepayment and may be
voluntarily prepaid, in whole or in part, on the terms and conditions set forth
in the Credit Agreement.
If an Event of Default under Section 10.7 of the Credit Agreement shall
occur, then this Revolving Credit Note shall immediately become due and payable,
without notice, together with reasonable attorneys' fees if the collection
hereof is placed in the hands of an attorney to obtain or enforce payment
hereof. If any other Event of Default shall occur under the Credit Agreement or
any of the Other Documents, and the same is not cured within any applicable
grace or cure
period, then this Revolving Credit Note may, as provided in the Credit
Agreement, be declared to be immediately due and payable, without notice,
together with reasonable attorneys' fees, if the collection hereof is placed in
the hands of an attorney to obtain or enforce payment hereof.
This Revolving Credit Note shall be construed and enforced in accordance
with the laws of the State of North Carolina.
Each Borrower expressly waives any presentment, demand, protest, notice of
protest, or notice of any kind except as expressly provided in the Credit
Agreement.
TEAMSTAFF, INC., a New Jersey corporation
By:
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Name:
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Title:
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TEAMSTAFF RX, INC., a Texas corporation
By:
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Name:
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Title:
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RS STAFFING SERVICES, INC.,
a Georgia corporation
By:
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Name:
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Title:
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