OMNIBUS AMENDMENT AND WAIVER NO. 3Conversion Services International Inc • December 13th, 2007 • Services-computer programming, data processing, etc. • New York
This Omnibus Amendment and Waiver No. 3 (this “Amendment”), dated as of December 11, 2007, by and between Conversion Services International, Inc., a Delaware corporation (the “Company”), CSI Sub Corp. (DE), a Delaware corporation (“CSI Sub”), DeLeeuw Associates, Inc., a Delaware corporation (“DeLeeuw” and, together with the Company and CSI Sub, the “Credit Parties” and, each a “Credit Party”) and Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”), amends (i) that certain Security Agreement, dated as of February 1, 2006 by and among the Credit Parties and Laurus (as amended, modified or supplemented from time to time, the “Security Agreement”); (ii) that certain Secured Non-Convertible Revolving Note issued by the Company to Laurus on February 1, 2006 (as amended, modified or supplemented from time to time, the “Revolving Note”); and (iii) the other Ancillary Agreements (as defined in the Security Agreement) (together with the Security Agreement and the Revolving Note, the “L
