UNIFORCE SERVICES, INC.
UNIFORCE TEMPORARY PERSONNEL, INC.,
TEMPORARY HELP INDUSTRY SERVICING COMPANY, INC.
E.O. OPERATIONS CORP.
E.O. SERVICING CO., INC.
UTS CORP. OF MINNESOTA
USI INC. OF CALIFORNIA
UTS OF DELAWARE, INC.
TEMPFUNDS INTERNATIONAL, INC.
PrO UNLIMITED, INC.
THISCO OF CANADA, INC.
UNIFORCE PAYROLLING SERVICES, INC.
BRENTWOOD SERVICE GROUP, INC.
UNIFORCE MIS SERVICES OF GEORGIA, INC.
LABFORCE OF AMERICA, INC.
UNIFORCE MEDICAL SUPPORT, INC.
COMPUTER CONSULTANTS FUNDING & SUPPORT, INC.
AND
NATWEST BANK N.A.,
FORMERLY KNOWN AS NATIONAL WESTMINSTER BANK USA,
AND
CHEMICAL BANK
--------------------------
FIRST AMENDMENT DATED AS OF
APRIL 26, 1995 TO REVOLVING CREDIT
AND TERM LOAN AGREEMENT
DATED AS OF AUGUST 31, 1994
--------------------------
THIS FIRST AMENDMENT made as of the 26th day of April, 1995
among UNIFORCE SERVICES, INC., a New York corporation, having its principal
place of business at 1335 Jericho Turnpike, New Hyde Park, New York 11040 (the
"Company"), each of the corporations listed as a guarantor on the signature
pages hereto (collectively, the "Guarantors")
and
NATWEST BANK, N.A., FORMERLY KNOWN AS NATIONAL WESTMINSTER
BANK USA, a national banking association, organized under the laws of the United
States of America, having an office at 100 Jericho Quadrangle, Jericho, New York
11753 ("NatWest")
and
CHEMICAL BANK, a bank organized under the laws of New York State with an office
at 7600 Jericho Turnpike, Woodbury, New York 11797 ("Chemical") (Natwest and
Chemical each a "Bank", and, collectively, the "Banks").
W I T N E S S E T H:
WHEREAS, the Company, the Guarantors and the Bank entered into
a certain revolving credit and term loan agreement dated as of August 31, 1994,
(the "Agreement") providing for certain financial accommodations to the Company
and which Agreement is now in full force and effect;
WHEREAS, the Company, the Guarantors and the Banks have agreed
to modify the Agreement; and
WHEREAS, the Banks are willing to modify the Agreement on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
agreements hereinafter set forth and for other good and valuable consideration,
the parties hereto agree as follows:
1. As used in this First Amendment capitalized terms, unless
otherwise defined, shall have the meaning ascribed thereto in the Agreement.
2. The Banks and the Company agree that the outstanding
principal balance of the Revolving Credit Loans evidenced by the Revolving
Credit Notes is $-0- as to each Bank as of April 26, 1995 and all interest due
on the Revolving Credit Loans has been paid to such date.
3. The Banks and the Company agree that the outstanding
principal balance of the Term Loans evidenced by the Term Notes is
$1,700,000.00 as to each Bank as of April 26, 1995 and all interest due on the
Term Loans has been paid to such date.
4. As an inducement for the Bank to enter into this First
Amendment, the Company and the Guarantors hereby jointly and severally represent
and warrant as follows:
(A) There are no defenses or offsets to their respective
obligations under the Agreement or any of the Loan Documents, and if any such
defenses or offsets exist without the knowledge of the Company or the
Guarantors, the same are hereby waived.
(B) All the representations and warranties made by the
Company and the Guarantors in the Agreement or any of the Loan Documents are
true and correct in all respects as if made on the date hereof.
(C) No event which constitutes a Default or an Event of
Default has occurred and is continuing under the Agreement or any of the Loan
Documents.
5. The Company, the Guarantors and the Banks hereby agree
that, subject to the conditions contained in paragraph 6, hereof, the Agreement
is hereby amended as follows:
(A) Section 1.1 of the Agreement is hereby amended to
delete the definition of "Guarantors" and to substitute the following therefor:
"'Guarantors' shall mean Uniforce Temporary
Personnel, Inc., Temporary Help Industry Servicing
Company, Inc., E.O. Operations Corp., E.O. Servicing
Co., Inc., UTS Corp. Of Minnesota, USI Inc. Of
California, UTS of Delaware, Inc., Tempfunds
International, Inc., PrO Unlimited, Inc., Thisco of
Canada, Inc., Uniforce Payrolling Services, Inc.,
Brentwood Service Group, Inc., Uniforce MIS Services
of Georgia, Inc., Labforce of America, Inc., Uniforce
Medical Support, Inc., Computer Consultants Funding &
Support, Inc., and each corporation required to
guaranty pursuant to Section 5.12 hereof."
(B) Section 6.1(i) of the Agreement is hereby amended to
delete the language appearing therein and to substitute the following therefor:
"(i) Debt owing to the Banks; provided,
however, the aggregate amount of Debt permitted under
this subsection (i) shall not exceed
-2-
$25,000,000.00 (including amounts not outstanding but
committed by the Banks)."
(C) Effective as of 12/31/94, Section 6.6(ii) of the Agreement
is hereby amended to delete "$650,000.00" appearing therein and to substitute
$1,000,000.00" therefor.
(D) Section 7.1 of the Agreement is hereby amended to add a
new subsection (n) to read as follows:
"(n) A default shall occur and shall
continue beyond the applicable grace period, if any,
relating to such default under any of the documents
related to a certain standby letter of credit dated
April 26, 1995 in the stated amount of $1,513,000.00
issued by the Banks for the account of the Company
and the benefit of National Union Fire Insurance
Company of Pittsburgh, Pa."
6. This First Amendment shall become effective on such date as
all of the following conditions shall be satisfied:
(A) FEES. The Banks shall have received evidence of
payment of the Banks' fees (in the amount of $1,500.00 with respect to each
Bank) and all attorneys' fees and expenses associated with the preparation of
this First Amendment and any documents executed in connection herewith.
(B) APPROVAL OF THE BANKS' COUNSEL. All legal matters
incident to this First Amendment shall be satisfactory to counsel to the Banks.
7. this First Amendment is dated for convenience as of April
26, 1995 and shall be effective, unless otherwise indicated, upon the date of
the execution of this First Amendment by the Banks.
8. This First Amendment may be executed in two or more
counterparts, each of which shall be deemed an original.
9. Except as hereby amended the said Agreement dated as of
August 31, 1994, is in all respects ratified and confirmed.
-3-
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed by their duly authorized officers on the dates set
forth below.
UNIFORCE SERVICES, INC.
By:/S/ HARRY V. MACCARRONE
---------------------------
Harry V. Maccarrone
Vice President-Finance
Dated: As of April 26, 1995
GUARANTORS:
UNIFORCE TEMPORARY PERSONNEL, INC.
TEMPORARY HELP INDUSTRY SERVICING
COMPANY, INC.
E.O. OPERATIONS CORP.
E.O. SERVICING CO., INC.
UTS CORP. OF MINNESOTA
USI INC. OF CALIFORNIA
UTS OF DELAWARE, INC.
TEMPFUNDS INTERNATIONAL, INC.
PrO UNLIMITED, INC.
THISCO OF CANADA, INC.
UNIFORCE PAYROLLING SERVICES,
INC.
UNIFORCE MIS SERVICES OF GEORGIA,
INC.
LABFORCE OF AMERICA, INC.
UNIFORCE MEDICAL SUPPORT, INC.
COMPUTER CONSULTANTS FUNDING &
SUPPORT, INC.
By:/S/ HARRY V. MACCARRONE
---------------------------
Harry V. Maccarrone
Vice President-Finance
Dated: As of April 26, 1995
BRENTWOOD SERVICE GROUP, INC.
By:/S/ HARRY V. MACCARRONE
---------------------------
Harry V. Maccarrone
President
Dated: As of April 26, 1995
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BANKS:
NATWEST BANK N.A.
(formerly known as National
Westminster Bank USA)
By:/S/ TARA M. KAZAK
---------------------------
Tara M. Kazak
Vice President
Dated: As of April 26, 1995
CHEMICAL BANK
By:/S/ JOHN T. MAST
---------------------------
John T. Mast
Vice President
Dated: As of April 26, 1995
-5-
STATE OF NEW YORK )
:ss.:
COUNTY OF NASSAU )
On the 26th day of April, 1995, before me personally came
HARRY V. MACCARRONE, to me known, who, being by me duly sworn, did depose and
say that he resides at c/o 1335 Jericho Turnpike, New Hyde Park, New York 11040
that he is the Vice President-Finance of UNIFORCE SERVICES, INC., UNIFORCE
TEMPORARY PERSONNEL, INC., TEMPORARY HELP INDUSTRY SERVICING COMPANY, INC., E.O.
OPERATIONS CORP., E.O. SERVICING CO., INC., UTS CORP. OF MINNESOTA, USI INC. OF
CALIFORNIA, UTS OF DELAWARE, INC., TEMPFUNDS INTERNATIONAL, INC., PrO UNLIMITED,
INC., THISCO OF CANADA, INC., UNIFORCE PAYROLLING SERVICES, INC., BRENTWOOD
SERVICE GROUP, INC., UNIFORCE MIS SERVICES OF GEORGIA, INC., LABFORCE OF
AMERICA, INC., UNIFORCE MEDICAL SUPPORT, INC., and COMPUTER CONSULTANTS FUNDING
& SUPPORT, INC., the corporations described in and which executed the foregoing
instrument; and that he signed his name thereto by order of the board of
directors of said corporations.
/S/ THERESA MADY-GROVE
------------------------------
Notary Public
THERESA MADY-GROVE
NOTARY PUBLIC, State of New York
No. 24-4943584
Qualified in Nassau County
Commission Expires Oct. 31, 1996
STATE OF NEW YORK )
:ss.:
COUNTY OF NASSAU )
On the 26th day of April, 1995, before me personally came
HARRY V. MACCARRONE, to me known, who, being by me duly sworn, did depose and
say that he resides at c/o 1335 Jericho Turnpike, New Hyde Park, New York 11040;
that he is the President of BRENTWOOD SERVICE GROUP, INC., the corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto by order of the board of directors of said corporation.
/S/ THERESA MADY-GROVE
------------------------------
Notary Public
THERESA MADY-GROVE
NOTARY PUBLIC, State of New York
No. 24-4943584
Qualified in Nassau County
Commission Expires Oct. 31, 1996
-6-
STATE OF NEW YORK )
:ss.:
COUNTY OF NASSAU )
On the 26th day of April, 1995, before me personally came TARA
M. KAZAK to me known, who, being by me duly sworn, did depose and say that she
resides at c/o 100 Jericho Quadrangle, Jericho, New York 11753; that she is a
Vice President of NATWEST BANK N.A., the banking institution described in and
which executed the foregoing document and that she signed her name thereto by
authority of such banking institution.
/S/ THERESA MADY-GROVE
------------------------------
Notary Public
THERESA MADY-GROVE
NOTARY PUBLIC, State of New York
No. 24-4943584
Qualified in Nassau County
Commission Expires Oct. 31, 1996
STATE OF NEW YORK )
:ss.:
COUNTY OF NASSAU )
On the 26th day of April, 1995, before me personally came John
T. Mast, to me known, who, being by me duly sworn, did depose and say that he
resides at c/o 7600 Jericho Turnpike, Woodbury, New York 11797; that he is a
Vice President of CHEMICAL BANK, the banking institution described in and which
executed the foregoing document and that he signed his name thereto by authority
of such banking institution.
/S/ THERESA MADY-GROVE
------------------------------
Notary Public
THERESA MADY-GROVE
NOTARY PUBLIC, State of New York
No. 24-4943584
Qualified in Nassau County
Commission Expires Oct. 31, 1996
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