AMENDMENT AGREEMENT NO. 2
TO
364 DAY CREDIT AGREEMENT
THIS AMENDMENT AGREEMENT is made and entered into as of this 25th day of
October, 2000, by and among MODIS PROFESSIONAL SERVICES, INC., a Florida
corporation (herein called the 'Borrower'), BANK OF AMERICA, N.A. (successor by
merger of NationsBank, National Association) (the 'Agent'), as Administrative
Agent for the lenders (the 'Lenders') party to the 364 Day Credit Agreement
dated October 27, 1999, as amended by Amendment Agreement No. 1 dated August 10,
2000, among such Lenders, Borrower and the Agent (the 'Agreement').
W I T N E S S E T H:
WHEREAS, the Borrower, the Agent and the Lenders have entered into the Agreement
pursuant to which the Lenders have agreed to make 364 day Loans to the Borrower
in the aggregate principal amount of up to $150,000,000 as evidenced by the 364
Day Notes (as defined in the Agreement); and
WHEREAS, as a condition to the making of the loans pursuant to the Agreement,
the Lenders required that Material Subsidiaries and Receivables Subsidiaries of
the Borrower guarantee payment of all Obligations of the Borrower arising under
the Agreement pursuant to the Guaranty Agreement; and
WHEREAS, by Amendment Agreement No. 1 dated August 10, 2000 (the 'First
Amendment'), the Required Lenders and the Borrower (a) amended the Agreement to
permit (i) the Borrower to restructure a portion of its business in order to
consolidate its e-business solutions operations (the 'E-Business Solution
Assets') within and under a newly created subsidiary, Idea Integration Corp.
('Idea Corp.'), (ii) the Borrower to sell approximately 17% of the common stock
of Idea Corp., (iii) the Borrower to make loans and investments in Idea Corp.
and (iv) Idea Corp. to incur Indebtedness, and (b) released certain Subsidiaries
of the Borrower which are to become Subsidiaries of Idea Corp. from their
obligations under the Guaranty Agreement; and
WHEREAS, the Borrower has decided not to proceed with the sale of a portion of
the common stock of Idea Corp. but rather distribute all of the common stock of
Idea Corp. to the stockholders of the Borrower in a tax-free spin-off (the
'Spin-off'); and
WHEREAS, in connection with the Spin-off, the Borrower has requested that the
Lenders consent to the transfer by the Borrower of its E-Business Solutions
Assets (including certain Subsidiaries which own only E-Business Solutions
Assets) to Idea Corp. and to release certain Subsidiaries of the Borrower which
are to become Subsidiaries of Idea Corp. from their obligations under the
Guaranty Agreement; and
WHEREAS, the Agent and the Lenders are willing to amend the Agreement in the
manner set forth herein;
NOW, THEREFORE, the Borrower, the Agent and the Lenders do hereby agree as
follows:
1. Definitions. The term 'Agreement' as used herein and in the Loan Documents
(as defined in the Agreement) shall mean the Agreement as hereinafter amended
and modified. Unless the context otherwise requires, all terms used herein
without definition shall have the definition provided therefor in the Agreement.
2. First Amendment. In light of the Borrower's decision not to proceed with the
sale of stock of Idea Corp. as permitted by the First Amendment, and in light of
the fact that the actions permitted by the terms of the First Amendment have not
been taken, the parties hereto hereby agree that the First Amendment is hereby
terminated and of no further force and effect (except to the extent that an
identical provision is included in this Amendment Agreement, which identical
provision shall thereupon become the effective provision); provided, however,
that nothing contained herein shall adversely affect any actions taken under the
First Amendment prior to the effectiveness of this Amendment Agreement,
including the payment of any fees and expenses pursuant to Section 6(f) of the
First Amendment and the delivery of the Guaranty Agreement of certain
Subsidiaries as provided in Section 6(b) of the First Amendment.
3. Amendment. Subject to the terms and conditions contained herein, the
Agreement is amended, effective as of October 25, 2000, as follows:
(a) Section 1.01 is hereby amended by adding the following new definition
thereto in the appropriate alphabetical order:
''Amendment No. 2' means Amendment Agreement No. 2 to 364 Day Credit
Agreement dated October 25, 2000 among the Borrower, the Agent and the
Lenders.''
(b) The definition of 'Applicable Commitment Percentage' in Section 1.01 is
hereby amended in its entirety so that as amended it shall read as follows:
''Applicable Commitment Percentage' means, at any time, with respect
to each Lender, a fraction, the numerator of which shall be such
Lender's 364 Day Commitment and the denominator of which shall be the
Total 364 Day Commitment which Applicable Commitment Percentage for
each Lender as of the date of Amendment No. 2 is as set forth in
Exhibit A; provided that the Applicable Commitment Percentage of each
Lender shall be increased or decreased in accordance with Section 2.14
and Section 11.01.'
(c) The first sentence of the definition of 'Required Lenders' in Section
1.01 is hereby amended in its entirety so that as amended it shall read as
follows:
''Required Lenders' means, as of any date, (i) not less than two (2)
Lenders, and (ii) Lenders on such date having Credit Exposure (as
defined below) aggregating at least 51% of the aggregate Credit
Exposures of all the Lenders on such date.'
(d) The definition of '364 Day Extension Date' in Section 1.01 is hereby
deleted.
(e) The definition of '364 Day Facility' in Section 1.01 is hereby amended
by deleting the figure '$150,000,000' appearing therein and inserting in
lieu thereof the figure '$50,000,000'.
(f) The definition of '364 Day Termination Date' in Section 1.01 is hereby
amended by deleting the phrase 'the 364 Day Extension Date' in clause (i)
and inserting in lieu thereof the date 'October 24, 2001'.
(g) The definition of 'Total 364 Day Commitment' in Section 1.01 is hereby
amended in its entirety so that as amended it shall read as follows:
''Total 364 Day Commitment' means (i) from the date of Amendment No. 1
through January 31, 2001 a principal amount equal to $50,000,000, and
(ii) thereafter, if the principal amount of the 364 Day Commitment of
Bank of America, N.A. shall exceed $25,000,000, a principal amount
equal to $40,000,000, the full amount of such $10,000,000 principal
reduction being applied to reduce the 364 Day Commitment of Bank of
America, N.A., subject in any event to increase pursuant to Section
2.14 and decrease in accordance with Section 2.07;'
(h) Section 2.13 is hereby amended by (i) deleting the period at the end
thereof and inserting in lieu thereof a semi-colon and (ii) adding the
following after such semi-colon:
'provided, however, that in no event shall proceeds of the Loans be
used to purchase, redeem or otherwise acquire capital stock of the
Borrower.'
(i) Section 2.14 is hereby amended in its entirety so that as amended it
shall read as follows:
'2.14 Increase in Total 364 Day Commitments.
(a) Borrower shall have the right, without the consent of Lenders but
subject to the approval of Agent (which approval shall not be
unreasonably withheld), to effectuate from time to time an increase in
the 364 Day Commitments under this Agreement by adding to this
Agreement one or more Persons that are Eligible Assignees (who shall,
upon completion of the requirements of this Section 2.14 constitute
'Lenders' hereunder) (an 'Added Lender'), or by allowing one or more
Lenders in their sole discretion to increase their respective 364 Day
Commitments hereunder (each an 'Increasing Lender'), so that such
added and increased 364 Day Commitments shall equal the increase in
364 Day Commitments effectuated pursuant to this Section 2.14;
provided that (i) no increase in or added 364 Day Commitment shall be
less than $10,000,000, (ii) no increase in or added 364 Day
Commitments pursuant to this Section 2.14 shall be less than
$10,000,000 or result in Total 364 Day Commitment exceeding
$75,000,000, (iii) no Lender's 364 Day Commitment shall be increased
under this Section 2.14 without the consent of such Lender, (iv) there
shall exist no Default or Event of Default immediately prior to and
immediately after giving effect to such increased or added 364 Day
Commitment, and (v) there shall have been no reduction of Total 364
Day Commitment pursuant to Section 2.07. Borrower shall deliver or
pay, as applicable, to the Agent by the effective date of any increase
each of the following items with respect to each Added Lender and
Increasing Lender:
(i) a written notice of Borrower's intention to increase the
combined Total 364 Day Commitments pursuant to this Section 2.14,
which shall specify each new Eligible Assignee, if any, the
changes in amounts of Commitments that will result, and such
other information as is reasonably requested by the Agent;
(ii) documents in the form of Exhibit J or Exhibit K, as may be
required by the Agent, executed and delivered by each new
Eligible Assignee and each Lender agreeing to increase its 364
Day Commitment, pursuant to which it becomes a party hereto or
increases its 364 Day Commitment, as the case may be;
(iii) if requested by the applicable Lender, Notes or replacement
Notes, as the case may be, executed and delivered by Borrower;
and
(iv) a non-refundable processing fee of $3,500 with respect to
each Added Lender or Increasing Lender for the sole account of
the Agent.
(b) Upon receipt of any notice referred to in clause (a)(i) above, the
Agent shall promptly notify each Lender thereof. Upon execution and
delivery of such documents and the payment of such fee (the 'Increased
Commitment Date'), such new Eligible Assignee shall constitute a
'Lender' hereunder with a 364 Day Commitment as specified therein, or
such Lender's 364 Day Commitment shall increase as specified therein,
as the case may be. Immediately upon the effectiveness of the addition
of such Added Lender or the increase in the 364 Day Commitment of such
Increasing Lender under this Section 2.14 (i) the respective
Applicable Commitment Pecentages of the Lenders shall be deemed
modified as appropriate to correspond to such changed Total 364 Day
Commitment, and (ii) if there are at such time outstanding any 364 Day
Loans, each Lender whose Applicable Commitment Percentage has been
decreased as a result of the increase in the Total 364 Day Commitments
shall be deemed to have assigned, without recourse, to each Added
Lender and Increasing Lender such portion of such Lender's 364 Day
Loans as shall be necessary to effectuate such adjustment in
Applicable Commitment Percentages. Each Increasing Lender and Added
Lender (A) shall be deemed to have assumed such portion of such 364
Day Loans and (B) shall fund to each other Lender on the Increased
Commitment Date the amount of 364 Day Loans assigned by it to such
Lender. Borrower agrees to pay to the Lenders on demand any and all
amounts to the extent payable pursuant to Section 3.05 as a result of
any such prepayment of 364 Day Loans occasioned by the foregoing
increase in 364 Day Commitments and the reallocation of the Applicable
Commitment Percentages.
(c) This section shall supercede any provisions in Section 11.01 to
the contrary.'
(j) Exhibit A to the Agreement is hereby amended in its entirety so that as
amended it is in the form of Exhibit A to this Amendment Agreement.
(k) The Agreement is hereby amended to add thereto new Exhibits J and K in
the form attached to this Amendment Agreement.
4. Consents.
(a) Each Lender by its execution of this Amendment Agreement consents to
the reduction on a non-prorata basis of the Total 364 day Commitment in
order that the Applicable Commitment Percentage and the Revolving Credit
Commitment of each Consenting Lender (as defined in Section 2.14 of the
Agreement before giving effect to this Amendment Agreement) is as set forth
on Exhibit A to this Agreement and that each Non-Consenting Lender's 364
Day Commitment is reduced to zero as of October 25, 2000 and as of October
25, 2000 each Non-Consenting Lender shall no longer be a party to the
Agreement. Each Non-Consenting Lender (as defined in Section 2.14 of the
Agreement before giving effect to this Amendment Agreement) has joined in
the execution of this Amendment Agreement solely for the purpose of
granting the consent set forth in this Section 4(a) and none other.
(b) Each Consenting Lender by its execution of this Amendment Agreement
further consents to the following:
(a) Notwithstanding the provisions of Section 8.05 and Section 8.11,
the transfer by the Borrower and its Subsidiaries of the E-Business
Solutions Assets, including all of the capital stock of certain
Subsidiaries, which Subsidiaries own only E-Business Solutions Assets,
to Idea Corp. and its Subsidiaries and the distribution by the
Borrower of all of the common stock of Idea Corp. to the shareholders
of the Borrower so long as (i) the E-Business Solution Assets (whether
capital stock or otherwise) represent no more than 25% of Consolidated
Total Assets and (ii) the distribution of the common stock to
shareholders of the Borrower has been determined to be a tax-free
spin-off.
(b) Subject to the transfer of all assets owned by them which do not
constitute E-Business Solutions Assets to one or more new or existing
Subsidiaries of the Borrower, which Subsidiary or Subsidiaries are or
become Guarantors, the release of the following Subsidiaries from
their guaranty of payment of the Obligations:
Actium Corp., a Delaware corporation
Berger IT Co., a Delaware corporation
Idea Integration of Georgia, Inc.,
f/k/a Modis of Georgia, Inc., a Florida corporation
Idea Integration of Georgia, L.P.,
f/k/a Modis of Georgia, L.P., a Georgia limited partnership
Idea Integration of Pennsylvania, Inc.,
f/k/a Modis of Pennsylvania, Inc., a Florida corporation
Idea Integration of Pennsylvania, Ltd.,
f/k/a Modis of Pennsylvania, Ltd., a Pennsylvania limited partnership
Open Management Software, Inc., a California corporation
UTEK, Inc., an Illinois corporation
Zeal, Inc., an Illinois corporation
5. Subsidiary Consents. Each Subsidiary of the Borrower that previously
delivered a Guaranty Agreement to the Agent, other than those Guarantors being
released, has joined in the execution of this Amendment Agreement for the
purpose of (i) agreeing to the amendment to the Agreement and (ii) confirming
its guarantee of payment of all the Obligations.
6. Representations and Warranties. The Borrower hereby represents and warrants
that:
(a) The representations and warranties made by Borrower in Article VI of
the Agreement are true on and as of the date hereof except that (i) the
financial statements referred to in Section 6.01(f) shall be those most
recently furnished to each Lender pursuant to Section 7.01, and (ii) the
Subsidiaries are as described in Schedule 6.01(d) to this Amendment
Agreement, provided that the Schedule 6.01(d) attached to this Amendment
Agreement shall, for all purposes, be the Schedule 6.01(d) to the
Agreement;
(b) There has been no material adverse change in the condition, financial
or otherwise, of the Borrower and its Subsidiaries since the date of the
most recent financial reports of the Borrower received by each Lender under
Section 7.01 thereof, other than changes in the ordinary course of
business, none of which has been a material adverse change;
(c) The business and properties of the Borrower and its Subsidiaries are
not and have not been adversely affected in any substantial way as the
result of any fire, explosion, earthquake, accident, strike, lockout,
combination of workers, flood, embargo, riot, activities of armed forces,
war or acts of God or the public enemy, or cancellation or loss of any
major contracts; and
(d) No event has occurred and no condition exists which, upon the
consummation of the transaction contemplated hereby, constitutes a Default
or an Event of Default on the part of the Borrower under the Agreement, the
Notes or any other Loan Document either immediately or with the lapse of
time or the giving of notice, or both.
7. Conditions. This Amendment Agreement shall become effective upon:
(a) execution by the Required Lenders and the Borrower delivering to the
Agent fifteen (15) counterparts of this Amendment Agreement duly executed
by the Borrower and consented to by each Subsidiary of Borrower that
previously delivered a Guaranty Agreement to the Agent;
(b) receipt of an opinion of counsel for the Borrower and the Guarantors in
form and content acceptable to the Agent;
(c) a certificate of the Secretary or Assistant Secretary of the Borrower
and each of the Guarantors to which is attached resolutions authorizing the
transactions contemplated by this Amendment Agreement; and
(d) payment of all fees due the Agent and the Lenders as well as all
reasonable expenses of the Agent, including fees and expenses of counsel
for the Agent.
8. Entire Agreement. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, conditions, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment Agreement otherwise expressly stated, no representations,
warranties or commitments, express or implied, have been made by any other party
to the other. None of the terms or conditions of this Amendment Agreement may be
changed, modified, waived or canceled orally or otherwise, except by writing,
signed by all the parties hereto, specifying such change, modification, waiver
or cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.
9. Full Force and Effect of Agreement. Except as hereby specifically amended,
modified or supplemented, the Agreement and all of the other Loan Documents are
hereby confirmed and ratified in all respects and shall remain in full force and
effect according to their respective terms.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to
be duly executed by their duly authorized officers, all as of the day and year
first above written.
BORROWER:
MODIS PROFESSIONAL SERVICES, INC.
WITNESS:
__/s/ John L. Marshall III_____ By:___/s/ Michael D. Abney______________
Name: Michael D. Abney
__/s/ Gregory D. Holland_____ Title: Senior Vice President, Treasurer &
Chief Financial Officer
GUARANTORS:
ACCOUNTING PRINCIPALS, LTD.,
a Pennsylvania limited partnership
AD L.L.C. I, a Delaware limited liability company
ADDITIONAL TECHNICAL SUPPORT OF MASSACHUSETTS, INC.
AMPL INCORPORATED
AMICUS STAFFING, INC.
BC L.L.C. I, a Delaware limited liability company
CAREER HORIZONS, INC.
DATA MANAGEMENT CONSULTANTS, INC.
DIVERSIFIED SEARCH, INC.
ENTEGEE,INC.
HEALTH FORCE, INC.
HEALTH FORCE OPERATING CORP.
LIT, INC.
MANAGEMENT PRINCIPALS, INC.
(f/k/a Keystone Consulting Group, Inc.)
MANCHESTER, INC.
MEDI-FORCE, INC.
MODIS, INC.
MODIS GP, INC.
MODIS LP-2, INC.
MODIS FACTORING CORPORATION
(f/k/a ASI Factoring Corporation)
MODIS LICENSING CORPORATION
MODIS/COMPUTER ACTION, INC.
MODIS OF GEORGIA, INC.
MODIS OF GEORGIA, L.P.
MODIS OF PENNSYLVANIA, INC.
MODIS OF PENNSYLVANIA, LTD.
SCIENTIFIC STAFFING, INC.
SPECIAL COUNSEL, INC.
WITNESS: SYSTEM PROS OF MASSACHUSETTS, INC.
/s/ John L. Marshall III By: /s/ Michael D. Abney
Name: Michael D. Abney
/s/ Gregory D. Holland Title: Senior Vice President
BANK OF AMERICA, N.A.,
as Agent for the Lenders
By: /s/ John E. Williams
Name: John E. Williams
Title: Managing Director
BANK OF AMERICA, N.A., as Lender,
a Consenting Lender
By: /s/ John E. Williams
Name: John E. Williams
Title: Managing Director
FLEET NATIONAL BANK,
a Non-Consenting Lender
By: /s/ Michael J. Bassick
Name: Michael J. Bassick
Title: Vice President
BANK ONE, NA,
a Non-Consenting Lender
By: /s/ James F. Gable
Name: James F. Gable
Title: AVP
LLOYDS TSB BANK plc,
a Non-Consenting Lender
By: /s/ Windsor F. Davies
Name: Windsor F. Davies
Title: Director, Corporate Banking, USA
By: /s/ David Rodway
Name: David Rodway
Title: Assistant Director
WACHOVIA BANK, N.A.,
a Non-Consenting Lender
By: /s/ John C. Coffin
Name: John C. Coffin
Title: SVP
FIRST UNION NATIONAL BANK,
a Consenting Lender
By: /s/ Timothy N. Hyslop
Name: Timothy N. Hyslop
Title: Senior Vice President
BNP PARIBAS, HOUSTON AGENCY,
a Non-Consenting Lender
By: /s/ John Stacy
Name: John Stacy
Title: Senior Vice President
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, a Non-Consenting Lender
By: /s/ James W. Masters
Name: James W. Masters
Title: Senior Vice President
HSBC BANK USA,
a Non-Consenting Lender
By: /s/ Christopher Casey
Name: Christopher Casey
Title: Vice President
KBC BANK N.V.,
a Non-Consenting Lender
By: /s/ Robert Snauffer
Name: Robert Snauffer
Title: First Vice President
By: /s/ Patrick A. Janssens
Name: Patrick A. Janssens
Title: Vice President
BANK HAPOALIM B.M.,
a Non-Consenting Lender
By: /s/ Laura Anne Raffa
Name: Laura Anne Raffa
Title: First Vice President
and Corporate Manager
By: /s/ Shaun Breidbart
Name: Shaun Breidbart
Title: Vice President
EXHIBIT A
364 Available
Day Commitment
Name of Lender Commitment Percentage
Bank of America, N.A. $35,000,000 70.0%
First Union National Bank $15,000,000 30.0%
__________ ______
TOTAL $50,000,000 100.00%
EXHIBIT J
FORM OF COMMITMENT INCREASE AGREEMENT
Date: ___________________
Bank of America, N.A., as Agent
[Address]
Modis Professional Services, Inc.
[Address]
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of October 27, 1999 (as amended,
restated, modified, supplemented or renewed from time to time, the 'Credit
Agreement') among Modis Professional Services, Inc. (the 'Borrower'), the
Lenders referred to therein, and Bank of America, N.A., as agent (in such
capacity, the 'Agent'). Terms defined in the Credit Agreement are used herein as
therein defined.
This Commitment Increase Agreement is made and delivered pursuant to Section
2.14 of the Credit Agreement.
Subject to the terms and conditions of Section 2.14 of the Credit Agreement,
_______________________________ ('Increasing Lender') will increase its 364 Day
Commitment to an amount equal to $___________, on the Increased Commitment Date
applicable to it. The Increasing Lender hereby confirms and agrees that with
effect on and after such Increased Commitment Date, the 364 Day Commitment of
the Increasing Lender shall be increased to the amount set forth above, and the
Increasing Lender shall have all of the rights and be obligated to perform all
of the obligations of a Lender under the Credit Agreement with a 364 Day
Commitment in the amount set forth above.
Effective the on the Increased Commitment Date applicable to it, the Increasing
Lender (i)-accepts and assumes from the assigning Lenders, without recourse,
such assignment of 364 Day Loans as shall be necessary to effectuate the
adjustments in the Applicable Commitment Percentages of Lenders contemplated by
Section 2.14 of the Credit Agreement, and (ii) agrees to fund on such Increased
Commitment Date such assumed amounts of 364 Day Loans to the Agent for the
account of the assigning Lenders in accordance with the provisions of the Credit
Agreement, in the amount notified to Increasing Lender by the Agent.
This Commitment Increase Agreement shall constitute a Loan Document under the
Credit Agreement.
THIS COMMITMENT INCREASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF FLORIDA, NOTWITHSTANDING ITS EXECUTION
OUTSIDE SUCH STATE.
IN WITNESS WHEREOF, Increasing Lender has caused this Commitment Increase
Agreement to be duly executed and delivered in _____________, ______________, by
its proper and duly authorized officer as of the day and year first above
written.
[INCREASING BANK]
By:
Title:
CONSENTED TO as of:
MODIS PROFESSIONAL SERVICES, INC.
By:
Title:
BANK OF AMERICA, N.A., as Agent
By:
Title:
Form of Added Lender Agreement
EXHIBIT K
FORM OF ADDED LENDER AGREEMENT
Date: ___________________
Bank of America, N.A., as Agent
[Address]
Modis Professional Services, Inc.
[Address]
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of October 27, 1999 (as amended,
restated, modified, supplemented or renewed from time to time, the 'Credit
Agreement') among Modis Professional Services, Inc. ('Borrower'), the Lenders
referred to therein, and Bank of America, N.A., as agent (in such capacity,
'Agent'). Terms defined in the Credit Agreement are used herein as therein
defined.
This Added Lender Agreement is made and delivered pursuant to Section 2.14 of
the Credit Agreement.
Subject to the terms and conditions of Section 2.14 of the Credit Agreement,
_________________________ (the 'Added Lender') will become a party to the Credit
Agreement as a Lender, with a 364 Day Commitment equal to $___________, on the
Increased Commitment Date applicable to it. The Added Lender hereby confirms and
agrees that with effect on and after such Increased Commitment Date, the Added
Lender shall be and become a party to the Credit Agreement as a Lender and have
all of the rights and be obligated to perform all of the obligations of a Lender
thereunder with a Commitment in the amount set forth above.
Effective the on the Increased Commitment Date applicable to it, the Added
Lender (i)-accepts and assumes from the assigning Lenders, without recourse,
such assignment of 364 Day Loans as shall be necessary to effectuate the
adjustments in the Applicable Commitment Percentages of the Lenders contemplated
by Section 2.14 of the Credit Agreement, and (ii) agrees to fund on such
Increased Commitment Date such assumed amounts of 364 Day Loans to the Agent for
the account of the assigning Lenders in accordance with the provisions of the
Credit Agreement, in the amount notified to the Added Lender by the Agent.
The following administrative details apply to the Added Lender:
(A) Lending Office(s):
Lender name:
Address:
Attention:
Telephone: ( )
Facsimile: ( )
Lender name: '
Address:
Attention:
Telephone: ( )
Facsimile: ( )
(B) Notice Address:
Lender name:
Address:
Attention:
Telephone: ( )
Facsimile: ( )
(C) Payment Instructions:
Account No.:
At:
Reference:
Attention:
This Added Lender Agreement shall constitute a Loan Document under the Credit
Agreement.
THIS ADDED LENDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF FLORIDA, NOTWITHSTANDING ITS EXECUTION OUTSIDE
SUCH STATE.
IN WITNESS WHEREOF, the Added Lender has caused this Added Lender Agreement to
be duly executed and delivered in _____________, ______________, by its proper
and duly authorized officer as of the day and year first above written.
[ADDED LENDER]
By:
Title:
CONSENTED TO as of:
MODIS PROFESSIONAL SERVICES, INC.
By:
Title:
BANK OF AMERICA, N.A., as Agent
By:
Title: