SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
AND CONSENT
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT (this
"Amendment") is dated as of May 17, 1996 by and among BRENTWOOD SERVICE GROUP,
INC., a New York corporation ("BSGI"), COMPUTER CONSULTANTS FUNDING & SUPPORT,
INC., a New York corporation ("CCFS"), LABFORCE OF AMERICA, INC., a New York
corporation ("LOFI"), PRO UNLIMITED, INC., a New York corporation ("PUI"),
TEMPORARY HELP INDUSTRY SERVICING COMPANY, INC., a New York corporation
("THISCO"), UNIFORCE MIS SERVICES OF GEORGIA, INC., a Georgia corporation
("UMIS-GA"), UNIFORCE STAFFING SERVICES, INC., a New York corporation ("USS")
and PROFESSIONAL STAFFING FUNDING & SUPPORT, INC., a New York Corporation
("PSFS") (with BSGI, CCFS, LOFI, PUI, THISCO, UMIS-GA, USS and PSFS are
sometimes referred to herein collectively, as "Original Borrowers" and
individually, each as an "Original Borrower"), UNIFORCE INFORMATION SERVICES OF
TEXAS, INC. a New York Corporation ("UIS-TX") (UIS-TX and Original Borrowers are
sometimes referred to herein collectively, as "Borrowers" and individually, each
as a "Borrower"), UNIFORCE SERVICES, INC., a New York corporation ("Holdings"),
HELLER FINANCIAL, INC., a Delaware corporation (in its individual capacity,
"Heller"), for itself, as Lender, and as Agent for Lenders ("Agent"), UNITED
JERSEY BANK, a New Jersey banking corporation, as a Lender ("UJB"), BRANNON &
TULLY, INC., a Georgia corporation ("B&T"), E.O. OPERATIONS CORP., a New York
corporation ("EOOC"), E.O. SERVICING CO., INC., a New York corporation ("EOSC"),
STAFFING INDUSTRY FUNDING & SUPPORT, INC. a New York corporation ("SIFS"),
TEMPFUNDS INTERNATIONAL, INC., a New York corporation ("TII"), THISCO OF CANADA,
INC., a New York corporation ("THISCO-CAN"), UNIFORCE INFORMATION SERVICES,
INC., a New York corporation ("UISI"), UNIFORCE MEDICAL OFFICE SUPPORT, INC., a
New York corporation ("UMOSI"), UNIFORCE PAYROLLING SERVICES, INC., a New York
corporation ("UPSI"), USI INC. OF CALIFORNIA, a California corporation
("USI-CA"), UTS OF DELAWARE, INC., a Delaware corporation ("UTS-DE"), and UTS
CORP. OF MINNESOTA, a Minnesota corporation ("UTS-MN") (each of B&T, EOOC, EOSC,
SIFS, TII, THISCO-CAN, UISI, UMOSI, UPSI, USI-CA, UTS-DE, UTS-MN are sometimes
referred to herein collectively, as "Guarantors" and individually, each as a
"Guarantor").
RECITALS
WHEREAS, Original Borrowers, Holdings, Heller and Agent are
parties to that certain Loan and Security Agreement dated as of December 8, 1995
(as it has been or may from time to time be amended, restated, supplemented or
otherwise modified, the "Loan Agreement"; capitalized terms used but not
otherwise defined herein having the definitions provided therefor in the Loan
Agreement) and various other Loan Documents; and
WHEREAS, each of the Guarantors has executed that certain
Guaranty dated December 8, 1995 (the "Guaranty") guarantying the Obligations of
the Borrowers under the Loan Agreement; and
WHEREAS, each of Holdings, USS and THISCO (each of the
foregoing sometimes referred to herein individually as a "Pledgor" and together
as "Pledgors") has executed that certain Pledge Agreement dated December 8, 1995
(the "Pledge Agreement"), pursuant to which each Pledgor pledged to Agent a
securing interest in all of the capital stock of each Subsidiary owned by such
Pledgor; and
WHEREAS, USS desires to establish UIS-TX as a wholly-owned
subsidiary; and
WHEREAS, the establishment of UIS-TX by USS would create a
breach of the covenant contained in subsection 7.12 of the Loan Agreement; and
WHEREAS, UIS-TX and Original Borrowers deem it in their best
interest for UIS-TX to become a Borrower under the Loan Agreement for the
purpose, among other things, of obtaining Loans and other financial
accommodations under the Loan Agreement to be used for, among other things,
acquiring certain of the assets of MONTARE INTERNATIONAL, INC., a Texas
corporation ("MONTARE") pursuant to the terms set forth in (i) that certain
Asset Purchase Agreement dated May 10, 1996 among UIS-TX, MONTARE, Joseph
Armitage, David Mulvaney and Douglas Staley and (ii) that certain Receivables
Purchase Agreement (the "Receivables Agreement") dated May 17, 1996 among
UIS-TX, MONTARE, Joseph Armitage, David Mulvaney and Douglas Staley (the
"Acquisition"); and
WHEREAS, pursuant to the Receivables Agreement UIS-TX and USS
have agreed to execute that certain Non-Negotiable Promissory Note in the form
of Exhibit A to the Receivables Agreement (the "Note"); and
WHEREAS, the incurrence of the Indebtedness evidenced by the
Note by UIS-TX and USS would create a breach of the covenants contained in
subsections 7.1 and 7.6(B)(7) of the Loan Agreement; and
WHEREAS, Borrowers have requested that Agent and Requisite
Lenders consent to (i) the establishment of UIS-TX as a subsidiary of USS and
(ii) the incurrence of the Indebtedness evidenced by the Note, and Agent and
Requisite Lenders have agreed to do so, subject to the terms and conditions set
forth herein; and
WHEREAS, Original Borrowers have requested that Agent and
Requisite Lenders amend the Loan Agreement and the Loan Documents to, among
other things, include UIS-TX as a Borrower thereunder and Agent and Requisite
Lenders have agreed to do so, subject to the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter contained, and for other good and valuable
consideration, the parties hereto agree as follows:
1. LIMITED CONSENT. Subject to the terms and conditions set forth in
Section 7 of this Amendment and notwithstanding the provisions of subsections
7.1, 7.6(B)(7) and
2
7.12 of the Loan Agreement, Agent and Requisite Lenders hereby consent to (i)
the establishment of UIS-TX as a wholly-owned subsidiary of USS and (ii) the
incurrence by USS and UIS-TX of the Indebtedness evidenced by the Note.
2. AMENDMENT TO GUARANTY. Subject to the terms and conditions set forth
in Section 7 of this Amendment, the Guaranty is hereby amended as follows:
UIS-TX and PSFS are each deemed to be a Borrower under the Guaranty and by its
execution and delivery of this Amendment, each Guarantor (i) acknowledges
receipt of this Amendment, (ii) confirms that any Obligations of each of UIS-TX
and PSFS are guaranteed by Guarantors under the Guaranty, and (iii) confirms
that the terms and conditions of the Guaranty, all of its obligations under the
Guaranty and any documents it has executed in securing such Guaranty shall
remain valid and in full force and effect.
3. AMENDMENT TO PLEDGE AGREEMENT. Subject to the terms and conditions
set forth in Section 7 of this Amendment, the Guaranty is hereby amended as
follows:
(a) Wherever it may occur, the term "Pledged Shares" in the Pledge
Agreement shall be deemed to include the capital stock of UIS-TX and
each of the Pledgors under the Pledge Agreement, by its execution and
delivery of this Amendment, confirms that such capital stock shall be
subject to all the terms and conditions of the Pledge Agreement.
(b) UIS-TX shall be deemed to be a "Subsidiary" under the Pledge
Agreement.
(c) Schedule I to the Pledge Agreement is hereby supplemented by adding
thereto, the information contained on Schedule I to the Pledge
Agreement attached hereto.
4. AMENDMENT TO THE LOAN AGREEMENT AND OTHER LOAN DOCUMENTS. Subject to
the terms and conditions set forth in Section 7 of this Amendment, the Loan
Agreement and the other Loan Documents are hereby amended as follows:
(a) The definition of "Borrowers" contained in the preamble to the Loan
Agreement is hereby amended to include UIS-TX therein. In addition,
each reference to "Borrowers" contained in any Loan Document are hereby
deemed to include UIS-TX therein.
(b) The Form of Borrowing Base Certificate contained in EXHIBIT 1.1(A)
of the Loan Agreement is hereby amended such that each Borrowing Base
Certificate delivered to Agent from and after the date of this
Amendment shall include a reference to UIS-TX as a Borrower where
applicable therein.
(c) The Form of Compliance Certificate in EXHIBIT 1.1(B) of the Loan
Agreement is hereby amended to include a reference to UIS-TX as a
Borrower where applicable therein.
3
(d) By its execution of this Amendment, UIS-TX agrees, from and after
the date hereof, to be a Borrower under the Loan Agreement, to assume
all of the obligations of a Borrower thereunder, including, without
limitation, the provisions of subsection 11.1 therein, and to make and
be bound by all of the representations and warranties, covenants, terms
and conditions thereof as if it were a direct signatory thereto, all of
which representations, and warranties, covenants, terms and conditions
are acknowledged and are incorporated herein by this reference. Each of
the Original Borrowers hereby reaffirms the validity of its obligations
under the Loan Agreement, including, without limitation, the provisions
of subsection 11.1 therein. Each of the Original Borrowers acknowledges
and agrees that UIS-TX shall hereafter be a Borrower and shall be bound
by the terms and conditions of the Loan Agreement, including, without
limitation, the provisions of subsection 11.1 therein, as if it were a
direct signatory thereto.
(e) Each of the Schedules to the Loan Agreement is hereby supplemented
by adding thereto, the information from the corresponding schedules
attached hereto.
5. NO WAIVER OF PAST DEFAULTS. Nothing contained herein shall be deemed
to constitute a waiver of any Default or Event of Default that may heretofore or
hereafter occur or have occurred and be continuing or, except as expressly
provided herein, to modify any provision of the Loan Agreement.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS. Holdings, Borrowers and
Guarantors jointly and severally represent, warrant and covenant to Agent and
Lenders that:
(a) The execution, delivery and performance of this Amendment and the
related Loan Documents by Holdings, each Borrower and each Guarantor
(except for B&T) are within each such Person's corporate powers, have
been duly authorized by all necessary corporate action (including,
without limitation, all necessary shareholder approval) of each such
Person, have received all necessary governmental approvals, and do not
and will not contravene or conflict with any provision of law
applicable to any such Person, the certificate or articles of
incorporation or bylaws of any such Person, or any order, judgment or
decree of any court or other agency of government or any contractual
obligation binding upon any such Person; and this Amendment, the Loan
Agreement and each Loan Document, each as amended hereby, is the legal,
valid and binding obligation of Holdings, each Borrower and each
Guarantor (except for B&T), as applicable, enforceable against each
such Person in accordance with its terms.
(b) Upon the granting of Agent and Requisite Lenders of the limited
consent contained in Section 1 of this Amendment, the Acquisition is a
Permitted Acquisition and that all of the conditions precedent set
forth in subsection 7.6(B) of the Loan Agreement have been satisfied;
provided, that certain information that is designated in subsection
7.6(B) of the Loan Agreement as being included on the Acquisition Pro
Forma and the Acquisition Projections has been provided to Agent
4
in a number of additional documents as previously delivered to Agent,
and together with such additional documents the Acquisition Pro Forma
and the Acquisition Projections satisfy the informational requirements
of said subsection.
(c) B&T is an Inactive Subsidiary and, as such, B&T does not currently
nor shall it in the future, without Agent's and Requisite Lenders'
prior written consent, (i) hold any assets, (ii) incur any liabilities
(other than corporate franchise taxes and other similar charges
incidental to the maintenance of its corporate existence and
intercompany loans incurred in accordance with subsection 7.1(b)(ii) of
the Loan Agreement solely for the purpose of paying such taxes and
charges) or (iii) engage in any business activity.
7. CONDITIONS. The effectiveness of the amendments stated in this
Amendment is subject to the following conditions precedent or concurrent:
(a) This Amendment shall have been duly executed by all parties hereto
and delivered to Agent.
(b) The effectiveness of this Agreement is conditioned on (i) the
Acquisition being completed, (ii) Borrowers having satisfied all the
conditions precedent set forth in subsection 7.6(B) of the Loan
Agreement; provided, that certain information that is designated in
said subsection as being included on the Acquisition Pro Forma and the
Acquisition Projections has been provided to Agent in a number of
additional documents as previously delivered to Agent, and together
with such additional documents the Acquisition Pro Forma and the
Acquisition Projections satisfy the informational requirements of
subsection 7.6(B) of the Loan Agreement and (iii) each of the Loan
Parties having executed and delivered or having caused to be executed
and delivered to Agent on or before the date hereof this Amendment and
each of the documents, instruments and agreements set forth on the
Index of Closing Documents attached hereto as Exhibit A (the "Closing
Index"), in form and substance reasonably satisfactory to Agent;
provided, that with respect to (A) the Waiver and Consent (item B.4. of
the Closing Index), Borrowers shall use their best efforts to obtain
and to deliver such document to Agent (in form and substance reasonably
satisfactory to Agent) either on or after the date hereof and (B) the
insurance requirements (item B.8 of the Closing Checklist), Borrowers
shall obtain and deliver such documents to Agent (in form and substance
reasonably satisfactory to Agent) on or before thirty (30) days from
the date hereof.
(c) No Default or Event of Default under the Loan Agreement, as amended
hereby, shall have occurred and be continuing.
(d) The warranties and representations of Holdings, each Borrower and
each Guarantor contained in this Amendment, the Loan Agreement, as
amended hereby, and the other Loan Documents shall be true and correct
as of the effective date hereof, with the same effect as though made on
such date, except to the extent that
5
such warranties and representations expressly relate to an earlier
date, in which case such warranties and representations shall have been
true and correct as of such earlier date.
8. MISCELLANEOUS.
(a) CAPTIONS. Section captions used in this Amendment are for
convenience only, and shall not affect the construction of this
Amendment.
(b) GOVERNING LAW. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES. Whenever possible each provision of this
Amendment shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Amendment
shall be prohibited by or invalid under such law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining
provisions of this Amendment.
(c) COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and
each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
(d) SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon, and
shall inure to the sole benefit of, Borrowers, Holdings, Guarantors,
Agent and Lenders, and their respective successors and assigns.
(e) REFERENCES. Any reference to the Loan Agreement or any Loan
Document contained in any notice, request, certificate, or other
document executed concurrently with or after the execution and delivery
of this Amendment shall be deemed to include this Amendment unless the
context shall otherwise require.
(f) CONTINUED EFFECTIVENESS. Notwithstanding anything contained herein,
the terms of this Amendment are not intended to and do not serve to
effect a novation as to the Loan Agreement; instead, it is the express
intention of the parties hereto to reaffirm the Indebtedness created
under the Loan Agreement which is evidenced by the Notes and secured by
the Collateral. The Loan Agreement, as amended hereby, and each of the
other Loan Documents, as amended hereby, shall remain in full force and
effect.
(g) COSTS, EXPENSES AND INDEMNITY. Each of the Loan Parties affirms and
acknowledges that SECTION 10.1 and SECTION 10.2 of the Loan Agreement
apply to this Amendment and the transactions and agreements and
documents contemplated hereunder.
[signature page follows]
6
IN WITNESS WHEREOF, this Second Amendment to Loan and Security
Agreement and Consent has been duly executed and delivered as of the day and
year first above written.
COMPUTER CONSULTANTS
FUNDING & SUPPORT, INC.
LABFORCE OF AMERICA, INC.
PRO UNLIMITED, INC.
PROFESSIONAL STAFFING
FUNDING & SUPPORT, INC.
TEMPORARY HELP INDUSTRY
SERVICING COMPANY, INC.
UNIFORCE MIS SERVICES OF GEORGIA,
INC.
UNIFORCE STAFFING SERVICES, INC.
UNIFORCE INFORMATION SERVICES OF
TEXAS, INC.
For each of the foregoing:
By: /s/ HARRY MACCARRONE
--------------------------------
Title: Vice President
BRENTWOOD SERVICE GROUP, INC.
By: /s/ HARRY MACCARRONE
--------------------------------
Title: President
HELLER FINANCIAL, INC.,
as Agent and a Lender
By: /s/ JOEL RICHARDS
--------------------------------
Title: Vice President
UNITED JERSEY BANK,
as a Lender
By: /s/ ROBERT MUNNS
--------------------------------
Title: Vice President
7
UNIFORCE SERVICES, INC.
By: /s/ HARRY MACCARRONE
--------------------------------
Title: Vice President
BRANNON & TULLY, INC.
E.O. OPERATIONS CORP
E.O. SERVICING CO., INC.
STAFFING INDUSTRY FUNDING &
SUPPORT, INC.
TEMPFUNDS INTERNATIONAL, INC.
THISCO OF CANADA, INC.
UNIFORCE INFORMATION SERVICES, INC.
UNIFORCE MEDICAL OFFICE SUPPORT,
INC.
UNIFORCE PAYROLLING SERVICES, INC.
USI INC. OF CALIFORNIA
UTS OF DELAWARE, INC.
UTS CORP, OF MINNESOTA
For each of the foregoing:
By: /s/ HARRY MACCARRONE
--------------------------------
Title: Vice President
8
SCHEDULE I
USS
SUBSIDIARY
Name Jurisdiction of Incorporation
---- -----------------------------
Uniforce Information Services New York
of Texas, Inc.
DESCRIPTION OF PLEDGED SHARES
-----------------------------
Certificate No. Date of Issuance No. of Shares
--------------- ---------------- -------------
1 April 17, 1996 100
DESCRIPTION OF STOCK OF THE SUBSIDIARIES
----------------------------------------
No. of Shares No. of Shares Issued No. of Shares in
------------- -------------------- ----------------
Authorized and Outstanding Treasury
---------- --------------- --------
200 100 0
SCHEDULE 4.1(B)
---------------
CAPITALIZATION OF LOAN PARTIES
------------------------------
ISSUED
AUTHORIZED AND
LOAN PARTY CAPITAL STOCK OUTSTANDING HOLDER
- ---------- ------------- ----------- ------
Holdings 10,000,000 shares of 3,001,538*
common stock, $.01 par
value
Uniforce 200 shares of common 100 USS
Information stock, no par value
Services of
Texas, Inc.
- ----------
*As of May 1, 1996.
SCHEDULE 4.7
LOCATION OF PRINCIPAL PLACE OF BUSINESS, BOOKS AND RECORDS AND
COLLATERAL
The principal place of business and the locations of the books, records and
Collateral for Uniforce Information Services of Texas, Inc.:
ROLM Tower
15303 Dallas Parkway
Suite 1060
Dallas, Texas 75248
Montare International, Inc.'s federal employer identification
number is 11-3118933.
SCHEDULE 4.10
PENDING AUDITS
COMPANY TAX AUTHORITY YEAR(S) STATUS
------- ------------- ------- ------
Deleted entry set forth below:
THISCO New York State 1992-95 Potential Audit.
Sales Tax
SCHEDULE 4.20
BANK ACCOUNTS
G/L Account # Name of Bank Name of Acct #
- ------------- ------------ ------- ------
Acct.
-----
Accounts Receivable Depository:
- -------------------------------
Chemical UISTX 209043350
Payroll accounts:
- -----------------
Comerica UISTX 7611-02111-9
Accounts payable:
- -----------------
Chase UISTX 500-2-401502
Co-Owned Advance
- ----------------
Accounts:
- ---------
Comerica UISTX 7611-02110-1
SCHEDULE 4.22
1. Employment Agreement dated May 17, 1996 by and between
Uniforce Staffing Services, Inc. and Douglas Staley.
EXHIBIT A
INDEX OF CLOSING DOCUMENTS
See Attached.
11
INDEX OF CLOSING DOCUMENTS
Second Amendment to
$35,000,000 Loan and Security Agreement
by and among
UNIFORCE SERVICES, INC.,
as guarantor,
and
THE SUBSIDIARIES OF UNIFORCE SERVICES, INC., NAMED
THEREIN,
as Borrowers and cross-guarantors,
and
HELLER FINANCIAL INC.,
for itself as a Lender
and as Agent for all the Lenders from
time to time signatory thereto
and
UNITED JERSEY BANK, as Lender
CLOSING DATE: May 17, 1996
Set forth below is an Index of Closing Documents which lists the documents
delivered in connection with the closing of the transactions contemplated by the
Second Amendment to the Loan and Security Agreement and Consent (the
"Amendment") contained herein under Tab No. 1. Each capitalized term used but
not defined herein shall have the meaning ascribed to such term the Amendment.
All documents are dated as of the Closing Date unless otherwise indicated. THIS
IS NOT A LOAN DOCUMENT.
PARTIES
Uniforce Services, Inc. ("Holdings")
Brentwood Service Group, Inc., (individually, each a
Computer Consultants Funding & Support, Inc. "Borrower" and collectively,
Labforce of America, Inc. "Borrowers")
PrO Unlimited, Inc.
Professional Staffing & Support, Inc.
Temporary Help Industry Servicing
Company, Inc. ("THISCO"),
Uniforce Information Services of Texas, Inc. ("UIS-TX")
Uniforce MIS Services of Georgia, Inc. and
Uniforce Staffing Services, Inc. ("USS")
Brannon & Tully, Inc. (individually, each a "Subsidiary
E.O. Operations Corp., Guarantor" and collectively,
E.O. Servicing Co. Inc., "Subsidiary Guarantors")
Staffing Industry Funding & Support, Inc.
Tempfiinds International, Inc.,
THISCO of Canada, Inc.,
Uniforce Information Services, Inc.,
Uniforce Medical Office Support, Inc.,
Uniforce Payrolling Services, Inc.,
USI Inc. of California,
UTS of Delaware, Inc. and
UTS Corp. of Minnesota
Holdings, each Borrower and each (individually, each a "Loan
Subsidiary Guarantor Party" and collectively,
"Loan Parties")
2
Heller Financial, Inc., as Agent ("Agent")
Heller Financial, Inc, as Lender ("Heller~')
United Jersey Bank, as Lender ("UJB")
Montare International, Inc. ("Montare")
DESCRIPTION OF DOCUMENT
A. DOCUMENTS PERTAINING TO ASSET PURCHASE
1. Asset purchase Agreement by and among UIS-TX, Montare, Joseph Armitage,
David Mulvaney and Douglas Staley.
2. Receivable Purchase Agreement by and among UIS-TX, Montare, Joseph
Armitage, David Mulvaney and Douglas Staley.
3. Employment Agreement between UIS-TX and Douglas Staley.
4. Special Conveyance, Assignment and Bill of Sale executed by Montare.
5. Assumption Agreement by and among UIS-TX, Montare, Joseph Armitage, David
Mulvaney and Douglas Staley.
6. Confidentiality and Non-Competition Agreements (3), by and between UIS-TX
and each of Montare, Joseph Armitage and David Mulvaney, respectively.
7. Estoppel Certificate, executed by the Landlord of the real property to be
leased by UIS-TX located in Dallas, Texas
B. PRINCIPAL AMENDMENT DOCUMENTS
1. Second Amendment to Loan and Security Agreement and Consent by and among
Borrowers, Holdings, Subsidiary Guarantors, all Lenders named therein and
Agent
2. Revolving Notes by UIS-TX in favor of Heller and UJB [original notes to be
held by Agent]
3. Second Amended Term Notes by Borrowers in favor of Heller and UJB [original
notes to be held by Agent]
3
4. Waiver and consent from landlord at Dallas, Texas location - MEPC Quorum
Properties II Inc. (leased to UIS-TX)
5. Stock Certificates (UIS-TX), required to be delivered pursuant to the
Pledge Agreement, accompanied by undated stock powers duly endorsed in
blank [originals to be held by Agent]
UCC RELATED DOCUMENTS
6. UCC, tax and judgment lien search reports listing Montare as Debtor at the
S/S of Texas and Dallas County, Texas
7. UCC-1 filings evidencing Agent's security interest in the Collateral filed
against USS as Debtor at the S/S of Texas and UIS-TX as Debtor at the S/S
of Texas, S/S of New York and Nassau County, New York
INSURANCE DOCUMENTS
8. Certificates of insurance with respect to property and liability insurance
for UIS-TX, together with a loss payable endorsement in favor of Agent and
listing Heller and UJB as additional insureds.
COUNSEL OPINIONS
9. Legal opinion of Olshan Grundman Frome & Rosenzweig L.L.P., counsel for the
Loan Parties.
CORPORATE CERTIFICATES AND DOCUMENTATION
10. Certificates from each Loan Party's secretary (other than UIS-TX's) as to
signature and incumbency of officers of such Loan Party and certifying to
(a) articles of incorporation, (b) by-laws and (c) the attached required
resolutions of board of directors
11. Certificate from UIS-TX's secretary as to signature and incumbency of
officers of UIS-TX and certifying to (a) articles of incorporation, (b)
by-laws and (c) the attached required resolutions of board of directors.
12. A copy of UIS-TX Articles of Incorporation certified by the Department of
State of New York.
4
13. Required certificates of status/good-standing for UIS-TX, certified by the
appropriate jurisdictional authorities.
FINANCIAL AND ACCOUNTING DOCUMENTS
14. Financial condition certificate by the chief financial officer of UIS-TX,
USS and Holdings pursuant to subsection 7.6(B)(9)(iii) of the Loan and
Security Agreement
MISCELLANEOUS
15. Letter appointing Olshan Grundman Frome & Rosenzweig L.L.P. as UIS-TX's
agent for service of process
5