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EXHIBIT 99.6
COMFORCE CORPORATION
0000 XXXXXX XXXXXX
XXXX XXXXXXX, XXX XXXX 00000
February 27, 1997
XXX XXXXXXXXX
XX Xxxxxxxx, X.X.
0000 Xxxxxxxxxxxx Tower
0000 Xxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxxx X. Xxxx
Dear Xx. Xxxx:
This letter is intended to confirm the agreement of COMFORCE Corporation
(the "Corporation") to amend the provisions of the Private Securities
Subscription Agreements dated December 26, 19896 between the Corporation and
(i) Infinity Investors Ltd. ("Infinity") respecting Infinity's subscription for
394,286 shares of the Corporation's Common Stock ("Common Stock") (the
"Infinity I Agreement"), (ii) Infinity respecting Infinity's subscription for
250,000 shares of Common Stock (the "Infinity II Agreement"), (iii) Fairway
Capital Ltd. ("Fairway") respecting Fairway's subscription for 65,714 shares of
Common Stock (the "Fairway Agreement"), and (iv) Seacrest Capital Limited
("Seacrest") respecting Seacrest's subscription for 100,000 shares of Common
Stock (the "Seacrest Agreement"). The amendments herein set forth are
conditioned upon the investment by Infinity and certain other investment funds
advised by you ("Investor") of not less than $5.0 million in the Corporation's
Subordinated Convertible Debentures ("Debentures"), immediately available funds
for which will be received by the Corporation on or before 2:00 p.m. New York
City time on February 27, 1997.
1. All references in Sections 1(v) and 1(vi) of the Infinity II
Agreement and the Seacrest Agreement to May 1, 1997 are changed to April 1,
1997. Notwithstanding anything to the contrary contained in such agreements or
the related Registration Rights Agreements entered into by the parties, the
Corporation shall not be required to include any of the common stock of the
Corporation purchased by Infinity or Seacrest pursuant to the Infinity II
Agreement and the Seacrest Agreement in an underwritten registration statement
of the Corporation.
2. All references in Sections 1(v) and 1(vi) of the Infinity I
Agreement and the Fairway Agreement to April 30, 1997 are changed to March 31,
1997, and to May 1, 1997 are changed to April 1, 1997. Notwithstanding anything
to the contrary contained in such agreements or the related Registration Rights
Agreements entered into by the parties, the Corporation shall not be required
to include any of the common stock of the Corporation purchased by Infinity or
Fairway pursuant to the Infinity I Agreement and the Fairway Agreement in an
underwritten registration statement of the Corporation.
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February 27, 1997
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3. In the event the Corporation shall fail to repay or redeem any
Debentures which have not been converted by the Investor into common stock by
April 28, 1997, May 28, 1997, June 27, 1997 or July 27, 1997 (each a "Put
Option Date"), each of Infinity and Fairway shall have the option to require
the Corporation to purchase from them (or any assignee of either of them that
is advised by HW Partners), immediately upon demand on or after each Put Option
Date, in cash, up to 98,571.5 shares and 16,428.5 shares, respectively, of the
Corporation's common stock (each the "Specified Option Shares") for a purchase
price equal to $10.00 per share (the "Put Option Price"); provided, however, in
the event that the Corporation shall have previously paid to Infinity or
Fairway pursuant to Section (vi) of the Infinity I Agreement or the Fairway
Agreement the consideration therein provided (the "Payment Right
Consideration") in cash, then the Put Option Price shall be reduced by the
amount of the per share Payment Right Consideration previously paid in cash;
and provided, however, in the event that the Corporation shall have previously
paid to Infinity or Fairway pursuant to Section (vi) of the Infinity I
Agreement or the Fairway Agreement the Payment Right Consideration in shares of
the Corporation's common stock, the number of Specified Option Shares shall be
proportionally increased by the number of shares issued per share as Payment
Right Consideration (but the aggregate Put Option Price shall be calculated
without reference to such additional shares). Notwithstanding anything to the
contrary herein contained until April 28, 1997, the Corporation shall have the
right to repurchase or redeem, immediately upon notice given at any time, in
cash, for a purchase price equal to the Put Option price (adjusted as provided
above) any or all of the shares of common stock issued to and then held by
Infinity or Fairway pursuant to the Infinity I Agreement or the Fairway
Agreement.
Very truly yours,
COMFORCE Corporation
By: /s/ Xxxx Xxxxxx
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Title: Vice President Finance & CFO
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Agreed and Acknowledged the
27th day of February, 1997
HW PARTNERS, L.P., advisor to
each of INFINITY INVESTORS LTD.,
SEACREST CAPITAL LIMITED and
FAIRWAY CAPITAL LTD.
By: HW FINANCE, L.L.C.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Manager
