as of March 24, 2009
Exhibit
10.3
as of
March 24, 2009
Xxxxxx
Service Group, Inc.
000
Xxxxxx Xxxxxx
Xxxxxxxx,
XX 00000
Attn: Xxx
Xxxxxxxx
Ladies
and Gentlemen:
Reference
is made to that certain (i) Third Amended and Restated Credit Agreement, dated
as of August 29, 2007 (including, all annexes, exhibits and schedules thereto,
and as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
by and among Xxxxxx Service Group, Inc. (the “Borrower”), the other
Credit Parties signatory thereto (the Credit Parties together with the Borrower,
individually and collectively “You” or “Your”), General
Electric Capital Corporation (“GECC”), as a Lender
and Agent for Lenders (in such capacity, the “Agent”), and the
other Lenders signatory thereto from time to time, (ii) Forbearance Agreement,
dated as of March 20, 2009, by and among the Borrower, the other Credit Parties
signatory thereto and Agent (as amended, supplemented or otherwise modified from
time to time, the “Forbearance
Agreement”) and (iii) Side Letter, dated March 20, 2009, by and among the
Borrower, the other Credit Parties signatory thereto and the Agent (the “Side
Letter”). Unless otherwise defined herein, capitalized terms
used herein shall have the respective meanings provided in the Credit
Agreement.
In
accordance with the Side Letter, the Agent hereby agrees, in its sole
discretion, to extend the date by which You are required to deliver to Agent a
fully executed participation agreement, in form and substance satisfactory to
Agent, by and between GECC, as seller, and Koosharem Corporation d/b/a Select
Staffing (or an Affiliate thereof), as buyer (the “Participation
Agreement”) until March 27, 2009 (or such later date as may be agreed to
by Agent in its sole discretion).
This
letter shall constitute a Loan Document under the Credit
Agreement. Failure to deliver the Participation Agreement in
accordance with the preceding paragraph shall constitute an Event of Default
under Section 9
of the Forbearance Agreement.
This
letter shall be governed by, and construed and interpreted in accordance with,
the laws of the State of New York without regard to choice or conflict of law
principles thereof. No party may assign its rights, duties or
obligations under this letter without the prior written consent of the other
parties. This letter may be executed in any number of separate
counterparts, each of which shall, collectively and separately, constitute one
agreement. Any amendments to this letter shall be made in writing and signed by
the parties hereto. The undersigned parties have signed below to
indicate their consent to be bound by the terms and conditions of this
letter.
Please
indicate Your acceptance of and agreement to the foregoing by signing and
returning, by facsimile, the enclosed copy of this Agreement to General Electric
Capital Corporation, Attention: Xxx Xxxxxxx.
| Very truly yours, | |||
| GENERAL ELECTRIC CAPITAL CORPORATION, as Agent | |||
|
|
By:
|
/s/ Xxx Xxxxxxx | |
| Title: Xxx Xxxxxxx | |||
AGREED TO
AND ACCEPTED AS OF
THIS
26th
DAY OF MARCH, 2009.
XXXXXX
SERVICE GROUP, INC.
| By: |
/s/
Xxxxxx
X. Xxxxxx
|
|
|||
| Name: |
Xxxxxx X. Xxxxxx
|
|
|||
| Title: |
SVP
Finance and Accounting
|
|
XXXXXX
INTERNATIONAL, INC.
XXXXXX
SERVICES INTERNATIONAL, INC.
XXXXXX
TELECOM, INC.
XXXXXX
PUBLISHING, INC.
XXXXXX OF
NEW JERSEY REALTY CORP.
XXXXXX
SERVICES, INC.
XXXXXX
UTILITY SERVICE, INC.
XXXXXX
RESOURCES, LLC
| By: |
/s/
Xxxxxx X. Xxxxxx
|
|
|||
| Name: |
Xxxxxx X. Xxxxxx
|
|
|||
| Title: |
SVP
Finance & Accounting
|
|
