VOTING AGREEMENT
VOTING AGREEMENT, dated as of April 17, 2002 (this "Agreement"), by and
among Headway Corporate Resources, Inc., a Delaware corporation (the "Company"),
the holders of the Company's Series G Convertible Preferred Stock who are
signatories hereto (the "Preferred Stockholders") and the holders of the
Company's common stock who are signatories hereto (the "Common Stockholders")
for their mutual benefit and for the benefit of Bank of America, N.A., in its
capacity as agent for the Lenders (as defined below).
R E C I T A L S:
WHEREAS, the Company, the Preferred Stockholders and State Street Bank
and Trust Company, N.A. (the "Trustee") have entered into that certain Second
Limited Waiver dated as of the date hereof (the "Second Limited Waiver")
relating to that certain Indenture dated as of March 19, 1998, as amended,
modified, supplemented or restated on or prior to the date hereof, by and
between the Company and the Trustee (capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to them in the Second
Limited Waiver);
WHEREAS, the Company, the Agent and the Lenders (as defined therein)
are parties to that certain Amended and Restated Credit Agreement dated as of
the date hereof (the "Amended and Restated Credit Agreement");
WHEREAS, the Common Stockholders own beneficially and of record, in the
aggregate, 3,569,962 shares of the common stock, par value $.0001 per share (the
"Common Stock"), of the Company (for purposes of this Agreement, "beneficial
ownership" shall have the meaning ascribed to such term in Regulation 13d-3 of
the Securities Exchange Act of 1934, as amended); and
WHEREAS, it is a condition to the effectiveness of the Second Limited
Waiver that each of the Common Stockholders enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1). Voting. Each of the Common Stockholders agrees to vote, or cause to
be voted, all shares of Common Stock beneficially owned by such Common
Stockholder, including, without limitation, that number of shares of Common
Stock set forth opposite such Common Stockholder's name on Schedule A annexed
hereto, and all other shares of Common Stock or other voting securities of the
Company with respect to which such Common Stockholder has the ability to
exercise voting discretion, for the approval of Common Stockholder Approval (as
defined in the Second Limited Waiver) and any other action reasonably necessary
in connection therewith.
2). Term. This Agreement shall terminate upon the approval of the
matters set forth in Section 1 above.
3). Representations, Warranties and Covenants.
(a) Each of the Common Stockholders hereby, severally and not
jointly, represents and warrants as follows:
(i) Except as otherwise disclosed to the Preferred
Stockholders in a writing contemporaneously delivered
herewith, and specifically referencing this Agreement, such
Common Stockholder has the exclusive right to vote the shares
of Common Stock set forth on Schedule A hereto, free and clear
of all liens, charges and encumbrances whatsoever. Except as
set forth on Schedule A, such Common Stockholder does not
beneficially own any shares of Common Stock or other voting
securities of the Company.
(ii) Such Common Stockholder has all necessary power
and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by
all necessary action on the part of such Common Stockholder.
This Agreement has been duly executed and delivered by such
Stockholder and constitutes the legal, valid and binding
obligation of such Stockholder, enforceable against such
Stockholder in accordance with its terms.
(iii) No consent, approval, order or authorization
of any third party (including any federal, state or local
governmental authority) is required by or with respect to such
Common Stockholder to validly execute and deliver this
Agreement and to consummate the transactions contemplated
hereby.
(b) Each of the Common Stockholders agrees that, until this
Agreement has been terminated, such Common Stockholder will not sell,
transfer, assign or otherwise dispose of any of his/its shares of
Common Stock, unless the proposed transferee of such shares agrees to
become a signatory to this Agreement, or take any other action that
would impair, hinder or adversely affect his/its ability to perform
his/its obligations hereunder.
4). Further Assurances. Each party hereto shall perform such further
acts and execute such further documents as may be required to carry out the
provisions of this Agreement.
5). Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and the Agent and their respective heirs, personal
representatives, successors and assigns.
6). Specific Performance. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that each party shall be entitled to an injunction or
injunctions to prevent any breaches of this Agreement and to enforce
specifically the terms and provisions hereof or thereof in any court of the
United States or any state thereof having jurisdiction, this being in addition
to any other remedy to which he/it is
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entitled at law or in equity, and the parties hereto waive any requirement to
post any bond as a condition to seeking or obtaining equitable relief.
7). Notices. Any notice, demand, request, waiver, or other
communication under this Agreement shall be in writing (including facsimile or
similar writing) and shall be deemed to have been duly given (a) on the date of
service if personally served, (b) on the third day after mailing if mailed to
the party to whom notice is to be given, by first class mail, registered, return
receipt requested, postage prepaid, (c) on the next day after sending, if sent
by overnight service, or (d) on the date sent if sent by facsimile, to the
parties at the following addresses or facsimile numbers with a copy sent by mail
as aforesaid on the same date (or at such other address or facsimile number for
a party as shall be specified by like notice):
If to the Company:
Headway Corporate Resources, Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xx. Xxxxxxxx X. Xxxxxxxx,
Senior Vice President and Chief
Financial Officer
Fax: (000) 000-0000
with a copy to:
Salans Xxxxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxx
Xxxxxxxxxxx Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Fax: (000) 000-0000
and:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxx X. Xxxxxxx, Esq.
Fax: (000) 000-0000
If to the Agent, to its address as set forth in the Amended and
Restated Credit Agreement.
If to any Common Stockholder or Preferred Stockholder, at his or its
address as set forth in the records of the Company.
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8). Severability. In the event that any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect, in whole or in part, the validity of the
remaining provisions shall not be affected and the remaining portion of any
provision held to be invalid, illegal or unenforceable shall in no way be
affected, prejudiced or disturbed thereby.
9). Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, and all of which together shall
constitute a single agreement.
10). Governing Law. This Agreement shall be construed in accordance
with, and governed by, the internal laws of the State of New York, without
giving effect to the principles of conflict of laws thereof. Any legal action,
suit or proceeding arising out of or relating to this Agreement may be
instituted in any state or federal court located within the County of New York,
State of New York, and each party hereto agrees not to assert, by way of motion,
as a defense, or otherwise, in any such action, suit or proceeding, any claim
that it is not subject personally to the jurisdiction of such court or that such
court is an inconvenient forum, that the venue of the action, suit or proceeding
is improper or that this Agreement or the subject matter hereof may not be
enforced in or by such court. Each party hereto further irrevocably submits to
the jurisdiction of any such court in any such action, suit or proceeding.
11.) Agent Intended Third Party Beneficiary. The parties hereto
expressly acknowledge and agree that Lenders have relied upon the execution of
this Agreement as a material inducement to their execution of the Amended and
Restated Credit Agreement, and the parties further acknowledge and agree that
execution of such agreement by the Lenders is of material benefit to the parties
hereto. Accordingly, it is expressly agreed that the Agent shall be a third
party beneficiary of this Agreement, entitled to enforce this Agreement, for the
benefit of the Lenders, in the same manner and to the same extent as if Agent
were a signatory to this Agreement having performed all of its obligations
hereunder. However, the parties hereto agree that Agent has no obligations under
this Agreement.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.
HEADWAY CORPORATE RESOURCES, INC.
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President and Chief Operating Officer
[additional signature pages follow]
PREFERRED STOCKHOLDERS:
GARMARK PARTNERS, L.P. BANC OF AMERICA
SECURITIES LLC, SUCCESSOR IN INTEREST TO
NATIONSBANC XXXXXXXXXX SECURITIES, LLC
By: /s/ X. Xxxxxxx Bewkes By: /s/ illegible
---------------------------- -------------------------------
Name: X. Xxxxxxx Bewkes Name: illegible
Title: Managing Principal Title:
XXXXX GLOBAL INVESTMENT, LTD. REMINGTON INVESTMENT
STRATEGIES, L.P.
By: /s/ Xxxxxxx Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------- ------------------------------
Name: Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx
Title: Director of Operations Title: Director of Operations
[additional signatures pages follow]
AGENT:
BANK OF AMERICA, N.A.
By: /s/ illegible
-----------------------------
Name: illegible
Title:
[additional signature pages follow]
COMMON STOCKHOLDERS:
/s/ Xxxx X. Xxxxxxxxx
------------------------------
Xxxx X. Xxxxxxxxx
[additional signature pages follow]
/s/ Xxxxx X. Xxxxxxx
------------------------------
Xxxxx X. Xxxxxxx
[additional signature pages follow]
/s/ G. Xxxxx Xxxxxxxx
------------------------------
G. Xxxxx Xxxxxxxx
[additional signature pages follow]
/s/ Xxxx X. Xxxxx
------------------------------
Xxxx X. Xxxxx
[additional signature pages follow]
/s/ Xxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx
[additional signature pages follow]
/s/ Xxxxxx Xxxxxx
------------------------------
Xxxxxx Xxxxxx
[additional signature pages follow]
/s/ Xxxxxxxx X. Xxxxxxxx
------------------------------
Xxxxxxxx X. Xxxxxxxx
SCHEDULE A
NUMBER OF SHARES OF
NAME COMMON STOCK
---- ------------
Xxxx X. Xxxxxxxxx 1,709,005
Xxxxx X. Xxxxxxx 383,629
G. Xxxxx Xxxxxxxx 956,965
Xxxx X. Xxxxx 84,580
Xxxxxxx X. Xxxxxxx 54,965
Xxxxxx Xxxxxx 314,197
Xxxxxxxx X. Xxxxxxxx 66,621
