PLEDGE AGREEMENTPledge Agreement • May 5th, 2008 • Global Employment Holdings, Inc. • Services-help supply services • Colorado
THIS PLEDGE AGREEMENT, dated as of April 29, 2008, is made and given by GLOBAL EMPLOYMENT HOLDINGS, INC., a corporation organized under the laws of the State of Delaware (the “Pledgor”) to WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Secured Party”), acting through its Wells Fargo Business Credit operating division.
SECURITY AGREEMENTSecurity Agreement • May 5th, 2008 • Global Employment Holdings, Inc. • Services-help supply services
CREDIT AND SECURITY AGREEMENT BY AND AMONG GLOBAL EMPLOYMENT SOLUTIONS, INC., EXCELL PERSONNEL SERVICES CORPORATION, FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC., TEMPORARY PLACEMENT SERVICE, INC., SOUTHEASTERN STAFFING, INC., SOUTHEASTERN PERSONNEL...Credit and Security Agreement • May 5th, 2008 • Global Employment Holdings, Inc. • Services-help supply services • Colorado
GLOBAL EMPLOYMENT SOLUTIONS, INC., a Colorado corporation (“Global”), EXCELL PERSONNEL SERVICES CORPORATION, an Illinois corporation (“Excell”), FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC., a New York corporation (“Friendly”), TEMPORARY PLACEMENT SERVICE, INC., f/k/a Michaels & Associates, Inc. and successor by merger to Temporary Placement Service, Inc., a Georgia corporation (“TPS”), SOUTHEASTERN STAFFING, INC., a Florida corporation (“Southeastern”), SOUTHEASTERN PERSONNEL MANAGEMENT, INC., a Florida corporation (“SPM”), MAIN LINE PERSONNEL SERVICES, INC., a Pennsylvania corporation (“Main Line”), BAY HR, INC., a Florida corporation (“BHR”), SOUTHEASTERN GEORGIA HR, INC., a Georgia corporation (“SGHR”), SOUTHEASTERN STAFFING II, INC., a Florida corporation (“SEII”), SOUTHEASTERN STAFFING III, INC., a Florida corporation (“SEIII”), SOUTHEASTERN STAFFING IV, INC., a Florida corporation (“SEIV”), SOUTHEASTERN STAFFING V, INC., a Florida corporation (“SEV”), SOUTHEASTERN STAFFING VI, IN
TERM NOTETerm Note • May 5th, 2008 • Global Employment Holdings, Inc. • Services-help supply services
This Term Note is the Term Note referred to in the Credit Agreement, and is subject to the terms of, the Credit Agreement, which provides, among other things, for acceleration hereof. Principal and interest due hereunder shall be payable as provided in the Credit Agreement, and this Term Note may be prepaid only in accordance with the terms of the Credit Agreement. This Term Note is secured, among other things, pursuant to the Credit Agreement and the Security Documents as therein defined, and may now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements.
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • May 5th, 2008 • Global Employment Holdings, Inc. • Services-help supply services
This Agreement, dated as of April 29, 2008, is made by GLOBAL EMPLOYMENT HOLDINGS, INC., a Delaware corporation (the “Debtor”), having a mailing address at 10375 Park Meadows Drive, Suite 375, Lone Tree, Colorado 80124, for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Secured Party”), acting through its WELLS FARGO BUSINESS CREDIT operating division, having a place of business at Wells Fargo Center, MAC C7300-210, 1740 Broadway, Denver, Colorado 80274.
AGREEMENT TO ENTER INTO NEW SUBORDINATION AGREEMENTSubordination Agreement • May 5th, 2008 • Global Employment Holdings, Inc. • Services-help supply services
THIS AGREEMENT TO ENTER INTO NEW SUBORDINATION AGREEMENT (this “Agreement”), dated as of April 29, 2008, is between GLOBAL EMPLOYMENT HOLDINGS, INC. (the “Company”), WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS, LP, in its capacity as Collateral Agent for the Noteholders (as defined below) (the “Collateral Agent”) and the holders of the Notes (as defined below) listed on the signature pages hereto (individually, a “Noteholder” and collectively, the “Noteholders”). Unless otherwise noted herein, capitalized terms used but not defined herein shall have the meanings set forth in the Subordination Agreement, dated as of February 28, 2007, by and among CAPITALSOURCE FINANCE LLC (“CapitalSource”), the Collateral Agent and the Noteholders and (the “Old Subordination Agreement”).
GUARANTY BY CORPORATIONGuaranty • May 5th, 2008 • Global Employment Holdings, Inc. • Services-help supply services • Colorado
This Guaranty, dated as of April 29, 2008, is made by GLOBAL EMPLOYMENT HOLDINGS, INC., a Delaware corporation (the “Guarantor”), for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION (with its participants, successors and assigns, the “Lender”), acting through its Wells Fargo Business Credit operating division.
SUBORDINATION AGREEMENTSubordination Agreement • May 5th, 2008 • Global Employment Holdings, Inc. • Services-help supply services • Colorado
THIS SUBORDINATION AGREEMENT (“Agreement”), dated as of April 29, 2008, is made by WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS, LP, for itself and in its capacity as collateral agent for the Subordinated Creditors (in such capacity as collateral agent for the Subordinated Creditors, together with any replacement or successor collateral agent, the “Subordinated Creditors’ Collateral Agent”), RADCLIFFE SPC, LTD., for and on behalf of the Class A Convertible Crossover Segregated Portfolio, VICTORY PARK MASTER FUND, LTD., WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS, LP, GUGGENHEIM PORTFOLIO XXXI, LLC, PANDORA SELECT PARTNERS, LP, WHITEBOX INTERMARKET PARTNERS, LP, CONTEXT ADVANTAGE MASTER FUND, L.P., on behalf of itself, Context Advantage Fund, LP, f/k/a Context Convertible Arbitrage Fund, L.P., and Context Offshore Advantage Fund, Ltd., f/k/a Context Convertible Arbitrage Offshore, Ltd., WHITEBOX SPECIAL OPPORTUNITIES FUND B PARTNERS, LP, GWIRTSMAN FAMILY PARTNERS, LLC, LUCI ALTMAN, GREGORY BACHA
PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • May 5th, 2008 • Global Employment Holdings, Inc. • Services-help supply services • Colorado
This Agreement, dated as of April 29, 2008, is made by and between GLOBAL EMPLOYMENT HOLDINGS, INC., a Delaware corporation having a business location at the address set forth below next to its signature (the “Debtor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Secured Party”), acting through its WELLS FARGO BUSINESS CREDIT operating division, and having a business location at the address set forth below next to its signature.
