X-000
Xxxxxxx Xx. 00
Xxxx 0-X
Xxxxxxx Corporate Resources, Inc.
SEC File No. 0-23170
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT (this "Guaranty Agreement" or this
"Guaranty"), dated as of March 19, 1998, is made by EACH OF THE
UNDERSIGNED (each a "Guarantor" and collectively the
"Guarantors") to NATIONSBANK, NATIONAL ASSOCIATION, a national
banking association organized and existing under the laws of the
United States, as agent (the "Agent") for each of the lenders
(the "Lenders" and collectively with the Agent, the "Secured
Parties") now or hereafter party to the Credit Agreement (as
defined below). All capitalized terms used but not otherwise
defined herein shall have the respective meanings assigned
thereto in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Secured Parties have agreed to provide to
Headway Corporate Resources, Inc., a Delaware corporation (the
"Borrower"), a certain revolving credit facility with a letter of
credit sublimit pursuant to the Credit Agreement dated as of
March 19, 1998 among the Borrower, the Agent and the Lenders (as
from time to time amended, revised, modified, supplemented or
amended and restated, the "Credit Agreement"); and
WHEREAS, each Guarantor is a Subsidiary of the Borrower and
will materially benefit from the Loans and Advances to be made,
and the Letters of Credit to be issued, under the Credit
Agreement, and each Guarantor is willing to enter into this
Guaranty Agreement to provide an inducement for the Secured
Parties to make such Loans and Advances and issue such Letters of
Credit thereunder;
NOW, THEREFORE, in order to induce the Secured Parties to
enter into the Credit Agreement and the other Loan Documents and
in consideration of the premises and the mutual covenants
contained herein, the parties hereto agree as follows:
1. Guaranty. Each Guarantor hereby jointly and severally,
unconditionally, absolutely, continually and irrevocably
guarantees to the Secured Parties the payment and performance in
full of the Borrower's Liabilities (as defined below). For all
purposes of this Guaranty Agreement, "Borrower's Liabilities"
means: (a) the Borrower's prompt payment in full, when due or
declared due and at all such times, of all Obligations and all
other amounts pursuant to the terms of the Credit Agreement, the
Notes, and all other Loan Documents executed in connection with
the Credit Agreement heretofore, now or at any time or times
hereafter owing, arising, due or payable from the Borrower to any
one or more of the Secured Parties, including without limitation
principal, interest, premium or fee (including, but not limited
to, loan fees and attorneys' fees and expenses); (b) the
Borrower's prompt, full and faithful performance, observance and
discharge of each and every agreement, undertaking, covenant and
provision to be performed, observed or discharged by the Borrower
under the Credit Agreement and all other Loan Documents executed
in connection therewith; and (c) the Borrower's prompt payment in
full, when due or declared due and at all such times, of all
Hedging Obligations arising under Swap Agreements to which any
Lender or its affiliates are a party. Each Guarantor's
obligations to the Agent and the Lenders under this Guaranty
Agreement are hereinafter collectively referred to as the
"Guarantors' Obligations"; provided, however, that the liability
of each Guarantor individually with respect to the Guarantors'
Obligations shall be limited to an aggregate amount equal to the
largest amount that would not render its obligations hereunder
subject to avoidance under Section 548 of the United States
Bankruptcy Code or any comparable provisions of any applicable
state law.
Each Guarantor agrees that it is jointly and severally,
directly and primarily liable for the Borrower's Liabilities.
2. Payment. If the Borrower shall default in payment or
performance of any Borrower's Liabilities when and as the same
shall become due, whether according to the terms of the Credit
Agreement, by acceleration, or otherwise, or upon the occurrence
of any other Event of Default under the Credit Agreement that has
not been cured or waived, then each Guarantor, upon demand
thereof by the Agent or its successors or assigns, will, as of
the date of the Agent's demand, fully pay to the Agent, for the
benefit of the Secured Parties, subject to any restriction set
forth in Section 1 hereof, an amount equal to all Guarantor's
Obligations then due and owing.
3. Unconditional Obligations. This is a guaranty of
payment and not of collection. The Guarantors' Obligations under
this Guaranty Agreement shall be joint and several, absolute and
unconditional irrespective of the validity, legality or
enforceability of the Credit Agreement, the Notes or any other
Loan Document or any other guaranty of the Borrower's
Liabilities, and shall not be affected by any action taken under
the Credit Agreement, the Notes or any other Loan Document, any
other guaranty of the Borrower's Liabilities, or any other
agreement between any Secured Party and the Borrower or any other
person, in the exercise of any right or power therein conferred,
or by any failure or omission to enforce any right conferred
thereby, or by any waiver of any covenant or condition therein
provided, or by any acceleration of the maturity of any of the
Borrower's Liabilities, or by the release or other disposal of
any Collateral or other security for any of the Borrower's
Liabilities, or by the dissolution of the Borrower or the
combination or consolidation of the Borrower into or with another
entity or any transfer or disposition of any assets of the
Borrower or by any extension or renewal of the Credit Agreement,
any of the Notes or any other Loan Document, in whole or in part,
or by any modification, alteration, amendment or addition of or
to the Credit Agreement, any of the Notes or any other Loan
Document, any other guaranty of the Borrower's Liabilities, or
any other agreement between any Secured Party and the Borrower or
any other Person, or by any other circumstance whatsoever (with
or without notice to or knowledge of any Guarantor) which may or
might in any manner or to any extent vary the risks of any
Guarantor, or might otherwise constitute a legal or equitable
discharge of a surety or guarantor; it being the purpose and
intent of the parties hereto that this Guaranty Agreement and the
Guarantors' Obligations hereunder shall be absolute and
unconditional under any and all circumstances and shall not be
discharged except by payment as herein provided.
4. Currency and Funds of Payment. Each Guarantor hereby
guarantees that the Guarantors' Obligations will be paid in
lawful currency of the United States of America and in
immediately available funds, regardless of any law, regulation or
decree now or hereafter in effect that might in any manner affect
the Borrower's Liabilities, or the rights of any Secured Party
with respect thereto as against the Borrower, or cause or permit
to be invoked any alteration in the time, amount or manner of
payment by the Borrower of any or all of the Borrower's
Liabilities.
5. Events of Default. In the event that (a) any Guarantor
shall file a petition to take advantage of any insolvency
statute; (b) any Guarantor shall commence or suffer to exist a
proceeding for the appointment of a receiver, trustee, liquidator
or conservator of itself or of the whole or substantially all of
its property; (c) any Guarantor shall file a petition or answer
seeking reorganization or arrangement or similar relief under the
Federal bankruptcy laws or any other applicable law or statute of
the United States of America or any state or similar law of any
other country; (d) a court of competent jurisdiction shall enter
an order, judgment or decree appointing a custodian, receiver,
trustee, liquidator or conservator of any Guarantor or of the
whole or substantially all of its properties, or approve a
petition filed against any Guarantor seeking reorganization or
arrangement or similar relief under the Federal bankruptcy laws
or any other applicable law or statute of the United States of
America or any state or similar law of any other country, or if,
under the provisions of any other law for the relief or aid of
debtors, a court of competent jurisdiction shall assume custody
or control of any Guarantor or of the whole or substantially all
of its properties and such order, judgment, decree, approval or
assumption remains unstayed or undismissed for a period of sixty
(60) consecutive days; (e) there is commenced against any
Guarantor any proceeding or petition seeking reorganization,
arrangement or similar relief under the Federal bankruptcy laws
or any other applicable law or statute of the United States of
America or any state, which proceeding or petition remains
unstayed or undismissed for a period of sixty (60) consecutive
days; (f) there shall occur and be continuing an Event of Default
under the Credit Agreement; (g) any default shall occur in the
payment of amounts due hereunder; or (h) any other default in
compliance with the terms hereof shall occur which remains
uncured or unwaived for a period of thirty (30) days after the
earlier of the date notice of such default is received by an
officer of such Guarantor or the date an officer of such
Guarantor otherwise has knowledge of such default (each of the
foregoing an "Event of Default" hereunder), then notwithstanding
any Collateral or other security that any Secured Party may
possess from Borrower or any Guarantor or any other guarantor of
the Borrower's Liabilities, or any other party, at the Agent's
election and without notice thereof or demand therefor, so long
as such Event of Default shall be continuing, the Guarantors'
Obligations shall immediately become due and payable.
6. Suits. Each Guarantor from time to time shall pay to
the Agent for the benefit of the Secured Parties, on demand, at
the Agent's place of business set forth in the Credit Agreement,
the Guarantors' Obligations as they become or are declared due,
and in the event such payment is not made forthwith, the Agent or
the Lenders or any of them may proceed to suit against any one or
more or all of the Guarantors. At the Agent's election, one or
more and successive or concurrent suits may be brought hereon by
the Agent against any one or more or all of the Guarantors,
whether or not suit has been commenced against the Borrower, any
other guarantor of the Borrower's Liabilities, or any other
Person and whether or not the Agent or any Lender has taken or
failed to take any other action to collect all or any portion of
the Borrower's Liabilities.
7. Set-Off and Waiver. Each Guarantor waives any right to
assert against the Agent or any Lender as a defense,
counterclaim, set-off or cross claim, any defense (legal or
equitable) or other claim which such Guarantor may now or at any
time hereafter have against the Borrower, the Agent or the
Lenders, without waiving any additional defenses, set-offs,
counterclaims or other claims otherwise available to such
Guarantor. If at any time hereafter the Agent or any Lender
employs counsel for advice or other representation to enforce the
Guarantors' Obligations that arise out of an Event of Default,
then, in any of the foregoing events, all of the reasonable
attorneys' fees arising from such services and all expenses,
costs and charges in any way or respect arising in connection
therewith or relating thereto shall be jointly and severally paid
by the Guarantors to the Agent, for the benefit of the Secured
Parties, on demand. Each Guarantor agrees that the Agent and
each Lender shall have a lien for all the Guarantors' Obligations
upon all deposits or deposit accounts, of any kind, or any
interest in any deposits or deposit accounts thereof, now or
hereafter pledged, mortgaged, transferred or assigned to the
Agent or such Lender or otherwise in the possession or control of
the Agent or such Lender (other than for safekeeping) for any
purpose for the account or benefit of such Guarantor and
including any balance of any deposit account or of any credit of
such Guarantor with the Agent or such Lender, whether now
existing or hereafter established, hereby authorizing the Agent
and each Lender from and after the occurrence of an Event of
Default giving rise to the Guarantors' Obligations at any time or
times with or without prior notice to apply such balances or any
part thereof to such of the Guarantors' Obligations to the
Lenders then past due and in such amounts as they may elect, and
whether or not the collateral or the responsibility of other
Persons primarily, secondarily or otherwise liable may be deemed
adequate. For the purposes of this paragraph, all remittances
and property shall be deemed to be in the possession of the Agent
or such Lender as soon as the same may be put in transit to it by
mail or carrier or by other bailee.
8. Waiver; Subrogation.
(a) Each Guarantor hereby waives notice of the following
events or occurrences: (i) the Agent's acceptance of this
Guaranty Agreement; (ii) the Lenders' heretofore, now or from
time to time hereafter loaning monies or giving or extending
credit to or for the benefit of the Borrower, whether pursuant to
the Credit Agreement or the Notes or any amendments,
modifications, or supplements thereto, or replacements or
extensions thereof; (iii) the Agent, the Lenders or the Borrower
heretofore, now or at any time hereafter, obtaining, amending,
substituting for, releasing, waiving or modifying the Credit
Agreement, the Notes or any other Loan Documents; (iv)
presentment, demand, notices of default, non-payment, partial
payment and protest; (v) the Agent or the Lenders heretofore, now
or at any time hereafter granting to the Borrower (or any other
party liable to the Lenders on account of the Borrower's
Liabilities) any indulgence or extensions of time of payment of
the Borrower's Liabilities; and (vi) the Agent or the Lenders
heretofore, now or at any time hereafter accepting from the
Borrower or any other person, any partial payment or payments on
account of the Borrower's Liabilities or any collateral securing
the payment thereof or the Agent settling, subordinating,
compromising, discharging or releasing the same. Each Guarantor
agrees that the Agent and each Lender may heretofore, now or at
any time hereafter do any or all of the foregoing in such manner,
upon such terms and at such times as the Agent or any Lender, in
its sole and absolute discretion, deems advisable, without in any
way or respect impairing, affecting, reducing or releasing such
Guarantor from the Guarantors' Obligations, and each Guarantor
hereby consents to each and all of the foregoing events or
occurrences.
(b) Each Guarantor hereby agrees that payment or
performance by such Guarantor of the Guarantors' Obligations
under this Guaranty Agreement may be enforced by the Agent on
behalf of the Secured Parties upon demand by the Agent to such
Guarantor without the Agent being required, each Guarantor
expressly waiving any right it may have to require the Agent, to
(i) prosecute collection or seek to enforce or resort to any
remedies against the Borrower or any other Guarantor or any other
guarantor of the Borrower's Liabilities, it being expressly
understood, acknowledged and agreed to by each Guarantor that
demand under this Guaranty Agreement may be made by the Agent,
and the provisions hereof enforced by the Agent, effective as of
the first date any Event of Default occurs and is continuing
under the Credit Agreement, or (ii) seek to enforce or resort to
any remedies with respect to any security interests, Liens or
encumbrances granted to the Agent by the Borrower or any other
Guarantor or other Person on account of the Borrower's
Liabilities or any guaranty thereof. Neither the Agent nor any
Lender shall have any obligation to protect, secure or insure any
of the foregoing security interests, Liens or encumbrances on the
properties or interests in properties subject thereto. The
Guarantors' Obligations shall in no way be impaired, affected,
reduced, or released by reason of the Agent's or any Lender's
failure or delay to do or take any of the acts, actions or things
described in this Guaranty Agreement including, without limiting
the generality of the foregoing, those acts, actions and things
described in this Section 8.
(c) Each Guarantor further agrees with respect to this
Guaranty Agreement that it shall have no right of subrogation,
reimbursement or indemnity, nor any right of recourse to security
for the Borrower's Liabilities. This waiver is expressly
intended to prevent the existence of any claim in respect to such
reimbursement by the Guarantor against the estate of Borrower
within the meaning of Section 101 of the Bankruptcy Code, and to
prevent the Guarantor from constituting a creditor of Borrower in
respect of such reimbursement within the meaning of Section
547(b) of the Bankruptcy Code in the event of a subsequent case
involving the Borrower.
9. Effectiveness; Enforceability. This Guaranty Agreement
shall be effective as of the date of the initial Advance under
the Credit Agreement and shall continue in full force and effect
until terminated in accordance with Section 16 hereof. The Agent
shall give each Guarantor written notice of such termination at
each Guarantor's address set forth in the Credit Agreement. This
Guaranty Agreement shall be binding upon and inure to the benefit
of each Guarantor, the Agent and the Lenders and their respective
successors and assigns. Notwithstanding the foregoing, no
Guarantor may, without the prior written consent of the Agent,
assign any rights, powers, duties or obligations hereunder except
as permitted under Section 9.7 of the Credit Agreement. Any
claim or claims that the Agent and the Lenders may at any time
hereafter have against any Guarantor under this Guaranty
Agreement may be asserted by the Agent or any Lender by written
notice directed to any one or more or all of the Guarantors at
the address specified in the Credit Agreement.
10. Representations and Warranties. Each Guarantor
represents and warrants to the Agent for the benefit of the
Secured Parties that it is duly authorized to execute, deliver
and perform this Guaranty Agreement, that this Guaranty Agreement
is legal, valid, binding and enforceable against such Guarantor
in accordance with its terms except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights
generally and by general equitable principles; and that such
Guarantor's execution, delivery and performance of this Guaranty
Agreement do not violate or constitute a breach of its
certificate of incorporation or other documents of corporate
governance or any agreement to which such Guarantor is a party,
or any applicable laws, in each case, which violation or breach
could reasonably be expected to have a Material Adverse Effect
with respect to such Guarantor.
11. Expenses. Each Guarantor agrees to be jointly and
severally liable for the payment of all reasonable fees and
expenses, including attorney's fees, incurred by the Agent in
connection with the enforcement of this Guaranty Agreement.
12. Reinstatement. Each Guarantor agrees that this
Guaranty Agreement shall continue to be effective or be
reinstated, as the case may be, at any time payment received by
the Agent under the Credit Agreement or this Guaranty Agreement
is rescinded or must be restored for any reason.
13. Counterparts. This Guaranty Agreement may be executed
in any number of counterparts, each of which shall be deemed to
be an original as against any party whose signature appears
thereon, and all of which shall constitute one and the same
instrument.
14. Reliance. Each Guarantor represents and warrants to
the Agent, for the benefit of the Agent and the Lenders, that:
(a) such Guarantor has adequate means to obtain from Borrower, on
a continuing basis, information concerning Borrower and
Borrower's financial condition and affairs and has full and
complete access to Borrower's books and records; (b) such
Guarantor is not relying on the Agent or any Lender, its or their
employees, agents or other representatives, to provide such
information, now or in the future; (c) such Guarantor is
executing this Guaranty Agreement freely and deliberately, and
understands the obligations and financial risk undertaken by
providing this Guaranty; (d) such Guarantor has relied solely on
the Guarantor's own independent investigation, appraisal and
analysis of Borrower and Borrower's financial condition and
affairs in deciding to provide this Guaranty and is fully aware
of the same; and (e) such Guarantor has not depended or relied on
the Agent or any Lender, its or their employees, agents or
representatives, for any information whatsoever concerning
Borrower or Borrower's financial condition and affairs or other
matters material to such Guarantor's decision to provide this
Guaranty or for any counseling, guidance, or special
consideration or any promise therefor with respect to such
decision. Each Guarantor agrees that neither the Agent nor any
Lender has any duty or responsibility whatsoever, now or in the
future, to provide to any Guarantor any information concerning
Borrower or Borrower's financial condition and affairs, other
than as expressly provided herein, and that, if such Guarantor
receives any such information from the Agent or any Lender, its
or their employees, agents or other representatives, such
Guarantor will independently verify the information and will not
rely on the Agent or any Lender, its or their employees, agents
or other representatives, with respect to such information.
15. Notices. Any notice shall be conclusively deemed to
have been received by any party hereto and be effective (i) on
the day on which delivered (including hand delivery by commercial
courier service) to such party (against receipt therefor), (ii)
on the date of receipt at such address or telefacsimile number
as may from time to time be specified by such party in written
notice to the other parties hereto or otherwise received), in the
case of notice by telegram or telefacsimile, respectively (where
the receipt of such message is verified by return), or (iii) on
the fifth Business Day after the day on which mailed, if sent
prepaid by certified or registered mail, return receipt
requested, in each case delivered, transmitted or mailed, as the
case may be, to the address or telefacsimile number, as
appropriate, set forth below or such other address or number as
such party shall specify by notice hereunder:
(a) if to any Guarantor:
Headway Corporate Resources, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxxxx X. Xxxxxxxx, Senior Vice
President and Director of Corporate
Development
Telephone: (000) 000-0000
Telefacsimile: (000) 000-0000
with a copy to:
Xxxxxxx & Xxxxxx
Xxxxxxxxxxx Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Telephone: (000) 000-0000
Telefacsimile: (000) 000-0000
(b) if to the Agent:
NationsBank, National Association
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx Xxxxxxxxx, Corporate Finance
Telephone: (000) 000-0000
Telefacsimile: (000) 000-000-0000
with a copy to:
NationsBank, National Association
Independence Center, 00xx Xxxxx
XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxx Xxxxxxx, Agency Services
Telephone: (000) 000-0000
Telefacsimile: (000) 000-0000
16. Termination. This Guaranty Agreement and all
obligations of the Guarantors hereunder shall terminate without
delivery of any instrument or performance of any act by any party
on the Collateral Termination Date.
18. Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the heirs, legal
representatives, successors and assigns of the respective parties
hereto; provided, however, no Guarantor shall make any assignment
hereof without the prior written consent of the Agent.
19. Governing Law; Waivers of Trial by Jury, Etc.
(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED,
IN SUCH STATE NOTWITHSTANDING ITS EXECUTION AND DELIVERY
OUTSIDE SUCH STATE.
(b) EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY
AGREES AND CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREIN MAY BE INSTITUTED IN ANY
STATE OR FEDERAL COURT SITTING IN THE XXXXXX XX XXX XXXX,
XXXXX XX XXX XXXX, XXXXXX XXXXXX OF AMERICA AND, BY THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, EXPRESSLY WAIVES
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF THE VENUE IN, OR TO THE EXERCISE OF JURISDICTION
OVER IT AND ITS PROPERTY BY, ANY SUCH COURT IN ANY SUCH
SUIT, ACTION OR PROCEEDING, AND IRREVOCABLY SUBMITS
GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF ANY
SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.
(c) EACH GUARANTOR AGREES THAT SERVICE OF PROCESS MAY
BE MADE BY PERSONAL SERVICE OF A COPY OF THE SUMMONS AND
COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR
PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE
PREPAID) TO THE ADDRESS OF SUCH PARTY PROVIDED IN SECTION 15
HEREOF OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER
THE APPLICABLE LAWS IN EFFECT IN THE STATE OF NEW YORK.
(d) NOTHING CONTAINED IN SUBSECTIONS (b) OR (c) HEREOF
SHALL PRECLUDE ANY SECURED PARTY FROM BRINGING ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT IN THE COURTS OF ANY
JURISDICTION WHERE ANY GUARANTOR OR ANY OF SUCH PARTY'S
PROPERTY OR ASSETS MAY BE FOUND OR LOCATED. TO THE EXTENT
PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION,
EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES, IN
RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING OBJECTION TO
THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY ANY
OTHER COURT OR COURTS WHICH NOW OR HEREAFTER MAY BE
AVAILABLE UNDER APPLICABLE LAW.
(e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
ANY RIGHTS OR REMEDIES UNDER OR RELATED TO THIS AGREEMENT OR
ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED
OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH
THE FOREGOING, EACH GUARANTOR AND THE AGENT ON BEHALF OF THE
SECURED PARTIES HEREBY AGREE, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY
WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
ANY SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION
OR PROCEEDING.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement on the day and year first written above.
GUARANTORS:
WHITNEY PARTNERS, L.L.C.
HEADWAY CORPORATE STAFFINGSERVICES,INC.
CERTIFIED TECHNICAL STAFFING, INC.
CORPORATE STAFFING ALTERNATIVES, INC.
HEADWAY CORPORATE STAFFING SERVICES
OF NEW YORK, INC.
HEADWAY PERSONNEL, INC.
HEADWAY CORPORATE STAFFING
SERVICES OF NORTH CAROLINA, INC.
HEADWAY CORPORATE STAFFING
SERVICES OF CONNECTICUT, INC.
ASA PERSONNEL SERVICES, L.L.C.
E.D.R. ASSOCIATES, INC.
HCSS WEST, INC.
HCSS HOLDINGS, INC.
HCSS EAST, INC.
XXXXXX ASSOCIATES, L.L.C.
By: (Signature)
AGENT:
NATIONSBANK, NATIONAL ASSOCIATION,
as Agent for the Lenders
By: (Signature)
