JOINDER AGREEMENT
THIS JOINDER AGREEMENT is executed and delivered by (i)
Xxxxxxx Corporation, a Delaware corporation, (ii) American Technical
Resources, Inc., a Virginia corporation, (iii) CallTask Incorporated, a
Georgia corporation, (iv) Comtex Information Systems, Inc., a Delaware
corporation, (v) Dynamic Temporary Services, Inc., a Georgia corporation,
(vi) NorCross Teleservices, Inc., a Delaware corporation, (vii) Xxxxxxx
Information Services, Inc., a Georgia corporation, (viii) Xxxxxxx Resources
Corporation, a Delaware corporation, (ix) Xxxxxxx Services of Texas, Inc., a
Georgia corporation, (x) Xxxxxxx Services, Inc., a Georgia corporation, (xi)
Xxxxxxx Temporary Services Inc., a Georgia corporation, (xii) Tascor
Incorporated, a Georgia corporation, (xiii) Tascor Resources Corporation, a
Georgia corporation, (xiv) Interim Atlantic Enterprises LLC, a Delaware
limited liability company, and (xv) Interim Pacific Enterprises LLC, a
Delaware limited liability company (each, a "NEW SELLER") in favor of Interim
Services Receivables Corp., a Delaware corporation, as purchaser (the
"BUYER"), with respect to that certain Receivables Sale Agreement dated as of
July 1, 1999 by and between Interim Services Inc. and certain of its
wholly-owned subsidiaries from time to time party thereto as "Sellers" and
the Buyer (as amended, supplemented, joined, restated and/or otherwise
modified from time to time, the "SALE AGREEMENT"). Capitalized terms used and
not otherwise defined herein are used with the meanings attributed thereto in
the Sale Agreement.
Subject to receipt of counterparts hereof signed by each of
the Agents and the Buyer, by its signature below, each New Seller hereby
absolutely and unconditionally agrees to become a party to the Sale Agreement
as a Seller thereunder and to be bound by the provisions thereof, including,
without limitation, the provisions of Section 8.12.
Attached hereto are amended and restated versions of Exhibit C
and Schedule 2.1(o) to the Sale Agreement. After giving effect to the amendments
and restatements embodied therein, each of the representations and warranties
contained in Article II of the Sale Agreement will be true and correct as to
each New Seller.
The "RESPONSIBLE OFFICERS" of each New Seller will be any
of Xxxxxxx Xxxxx, Xxx X. Xxxxxx, Xxxxxxx X. Xxxxx, Xxxx X. Xxxxxxxx, and
Xxxxx X. Xxxxxxxx in their capacities as officers of the New Sellers,
regardless of the titles they may hold, acting singly.
Delivered herewith are each of the documents, certificates and
opinions required to be delivered by each New Seller pursuant to Article V of
the Sale Agreement.
The provisions of Article VIII of the Sale Agreement are
incorporated in this Joinder Agreement by this reference with the same force and
effect as if set forth in full herein except that references in such Article
VIII to "this Agreement" shall be deemed to refer to "this Joinder Agreement and
to the Sale Agreement is modified by this Joinder Agreement."
Please acknowledge your consent to each New Seller's joinder
in the Sale Agreement by signing the enclosed copy hereof in the appropriate
space provided below and faxing a copy of such counterpart to (a) the Collateral
Agent, at fax no. (000) 000-0000, Attention: Xxxxxxxxx X. Xxxxxx, and (b) to
each New Seller at the fax no. set forth below its signature hereto.
IN WITNESS WHEREOF, each New Seller has executed this Joinder
Agreement as of the 19th day of October, 1999.
XXXXXXX CORPORATION,
AMERICAN TECHNICAL RESOURCES, INC.,
CALLTASK INCORPORATED,
COMTEX INFORMATION SYSTEMS, INC.,
DYNAMIC TEMPORARY SERVICES, INC.,
NORCROSS TELESERVICES, INC.,
XXXXXXX INFORMATION SERVICES, INC.,
XXXXXXX RESOURCES CORPORATION,
XXXXXXX SERVICES OF TEXAS,
XXXXXXX SERVICES, INC.,
XXXXXXX TEMPORARY SERVICES INC.,
TASCOR INCORPORATED,
TASCOR RESOURCES CORPORATION,
INTERIM ATLANTIC ENTERPRISES LLC
and INTERIM PACIFIC ENTERPRISES LLC
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------
Xxxxx X. Xxxxxxxxxx
Vice President - Risk Management
ADDRESS FOR NOTICES:
c/o Interim Services Inc.
0000 Xxxxxxxx Xxxxxxxxx
Xx. Xxxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx
Phone: (000 ) 000-0000
Fax: (000 ) 000-0000
2
EACH OF THE UNDERSIGNED HEREBY CONSENTS
TO NEW SELLER'S JOINDER IN THE SALE AGREEMENT:
WACHOVIA BANK, N.A., as Collateral Agent and as a Co-Agent
By: /s/ Xxxxx XxXxxxxxx
------------------------------
Title: Senior Vice President
BANK ONE, NA [MAIN OFFICE CHICAGO] (F/K/A THE FIRST NATIONAL BANK OF CHICAGO),
as a Co-Agent
By: /s/ Xxxxx X. Xxxxx
------------------------------
Title: Vice President
Interim Services Receivables Corp., as Buyer
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------------
Title: Vice President (Risk Management)
3
