AGREEMENT
WHEREAS, the company known as UNIFORCE SERVICES, INC. has changed its
name to UNIFORCE STAFFING SERVICES, INC. (the "Company");
WHEREAS, the company known as UNIFORCE TEMPORARY PERSONNEL, INC. has
changed its name to UNIFORCE SERVICES, INC.;
WHEREAS, the Company has requested that Chemical Bank ("Chemical")
increase the amount available to the Company under its line of credit to
$7,000,000.00 and extend the termination date of its line of credit to the
earlier of demand or December 31, 1995;
WHEREAS, the Company has requested that NatWest Bank N. A. ("NatWest")
extend the termination date of its line of credit to the earlier of demand or
December 31, 1995;
WHEREAS, the Company has agreed from and after October 13, 1995 not to
repurchase stock of the Company;
WHEREAS, the Company has requested that Chemical and NatWest (Chemical
and NatWest, collectively, the "Banks") enter into an intercreditor agreement
due to such increase in availability under the Chemical line of credit;
WHEREAS, the Company has requested that the commitment of Chemical and
NatWest to make revolving credit advances to the Company pursuant to that
certain revolving credit and term loan agreement among the Company, certain
related companies and the Banks dated as of August 31, 1994 be terminated;
WHEREAS, the Company and the Banks wish to memorialize their
understanding with respect to the foregoing;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the parties hereto agree as follows:
1) Effective retroactive to August 21, 1995, in any document entered
into with or delivered to either of the Banks, the name "Uniforce Services,
Inc." shall be substituted with the name Uniforce Staffing Services, Inc." and
the name "Uniforce Temporary Personnel, Inc." shall be substituted with the name
"Uniforce Services, Inc." in each place in which such names appear.
2) The Banks and the Company agree that the outstanding principal
balance of the Term Loans evidenced by the Term Notes dated June 19, 1993 is
$1,500,000.00 as to each Bank as of October 30, 1995 and all interest due on the
Term Loans has been paid to such date.
3) As used herein, (a) "Guarantors" shall mean Uniforce Services, 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 Office Support, Inc. and Computer Consultants Funding & Support, Inc.
and any other subsidiary of the Company or any Guarantor.
(b) "Agreement" shall mean the Revolving Credit and Term Loan
Agreement among the Banks, the Company and certain related companies dated as of
June 19, 1991.
(c) "Loan Documents" shall mean each of the Agreement and any
documents executed in connection therewith and any documents executed in
connection with a line of credit made available by either of the Banks.
4) As an inducement for the Banks to enter into this Agreement, 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) Chemical hereby agrees to increase the availability under its line
of credit to the Company to $7,000,000.00 which line of credit will terminate on
the earlier of demand or December 31, 1995, provided however, that
notwithstanding the foregoing, advances under such line of credit shall be
within the sole discretion of Chemical.
6) NatWest hereby agrees to make its line of credit available to the
Company in an amount not to exceed $5,000,000.00 which line of credit will
terminate on the earlier of demand or December 31, 1995; provided however, that
notwithstanding the foregoing, advances under such line of credit shall be
within the sole discretion of NatWest.
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7) The Company hereby agrees from and after October 13, 1995 not to
repurchase stock of the Company. The commencement by the Company of a tender
offer for its common stock shall not constitute a breach of this Agreement so
long as no common stock has been purchased pursuant to such tender offer.
8) The Company and the Banks agree that the commitment of Chemical and
NatWest to make revolving credit advances to the Company pursuant to that
certain revolving credit and term loan agreement among the Company and the Banks
dated as of August 31, 1994, is hereby terminated at the Company's request.
9) This Agreement shall become effective on such date as all of the
following conditions shall be satisfied:
(A) NOTES. NatWest and Chemical shall have received the duly
executed notes in the forms of Exhibit A and Exhibit B hereto.
(B) INTERCREDITOR AGREEMENT. The Banks shall have received a
duly executed intercreditor agreement in the form of Exhibit C hereto.
(C) REAFFIRMATIONS. The Banks shall have received the duly
executed reaffirmations of security agreements and reaffirmations of guaranties.
(D) UCC-3 AMENDMENTS. The Banks shall have received duly
executed UCC-3 amendments reflecting the name change of Uniforce Services, Inc.
to Uniforce Staffing Services, Inc. and Uniforce Temporary Personnel, Inc. to
Uniforce Services, Inc.
(E) FEES. The Banks shall have received evidence of payment
of the Banks' fees and all attorneys' fees and expenses associated with the
preparation of this Agreement and any documents executed in connection herewith.
(F) APPROVAL OF THE BANKS' COUNSEL. All legal matters
incident to this Agreement shall be reasonably satisfactory to counsel to the
Banks.
10) This Agreement is dated for convenience as of November 3, 1995 and
shall be effective, unless otherwise indicated, upon the date of the execution
of this Agreement by the Banks.
11) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers on the dates set forth below.
UNIFORCE STAFFING SERVICES, INC. formerly
known as UNIFORCE SERVICES, INC. UNIFORCE
SERVICES, INC. formerly known as 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 OFFICE SUPPORT, INC.
COMPUTER CONSULTANTS FUNDING & SUPPORT, INC.
By:/s/ Harry V. Maccarrone
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Harry V. Maccarrone
Vice President - Finance
Dated: November 3, 1995
BRENTWOOD SERVICE GROUP, INC.
By:/s/ Harry V. Maccarrone
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Harry V. Maccarrone
President
Dated: November 3, 1995
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BANKS:
NATWEST BANK N.A.
By:/s/ Tara M. Kazak
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Tara M. Kazak
Vice President
Dated: November 3, 1995
CHEMICAL BANK
By:/s/ Richard E. Grabowski
----------------------------------------
Richard E. Grabowski
Vice President
Dated: November 3, 1995
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STATE OF NEW YORK )
:ss.:
COUNTY OF NASSAU )
On the 3rd day of November, 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 STAFFING SERVICES, INC., formerly known
as UNIFORCE SERVICES, INC., UNIFORCE SERVICES, INC., formerly known as 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 OFFICE
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.
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Notary Public
STATE OF NEW YORK )
:ss.:
COUNTY OF NASSAU )
On the 3rd day of November, 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.
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Notary Public
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STATE OF NEW YORK )
:ss.:
COUNTY OF NASSAU )
On the 3rd day of November, 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 1335 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 his name thereto by
authority of such banking institution.
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Notary Public
STATE OF NEW YORK )
:ss.:
COUNTY OF NASSAU )
On the 3rd day of November, 1995, before me personally came RICHARD E.
GRABOWSKI, 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.
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Notary Public
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