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EXHIBIT 99.2
ABLECO FINANCE LLC
450 Park Avenue
New York, NY 10022
May 30, 2001
Outsource International, Inc.
1690 South Congress Avenue
Delray Beach, Florida 33445
Attention: Chief Financial Officer
Re: WAIVER AND CONSENT
Gentlemen:
Reference is made to the Financing Agreement, dated as of
August 15, 2000, as amended by the First Amendment dated as of November 8, 2000,
the Second Amendment dated as of November 16, 2000 and the Third Amendment dated
as of April 30, 2001 (as so amended, the "Financing Agreement"), by and among
Outsource International, Inc. (the "Parent"), Outsource International of
America, Inc. ("OIA"), Outsource Franchising, Inc. ("OFI"), Guardian Employer
East, LLC ("Guardian East"), Guardian Employer West, LLC ("Guardian West" and
together with the Parent, OIA, OFI and Guardian East, each a "Borrower" and
collectively, the "Borrowers"), each Subsidiary of the Parent (other than a
Borrower) whose name appears on the signature pages thereof (each a "Guarantor"
and collectively, the "Guarantors"), the financial institutions from time to
time party thereto (each a "Lender" and collectively, the "Lenders"), Ableco
Finance LLC, as collateral agent for the Lenders (in such capacity, the
"Collateral Agent"), and The CIT Group/Business Credit, Inc., as administrative
agent for the Lenders (in such capacity, the "Administrative Agent" and together
with the Collateral Agent, each an "Agent" and collectively, the "Agents"). All
capitalized terms used herein and not otherwise defined herein are used herein
as defined in the Financing Agreement.
You have requested that the Agents and the Lenders: (i) extend
the date by which the first installment of the principal amount of the Term Loan
A shall be due and payable from May 30, 2001 to June 30, 2001; (ii) permit all
interest accruing on the outstanding principal amount of the Term Loan B during
the period from May 30, 2001 through June 30, 2001, to be paid by capitalizing
all such interest and adding such capitalized amount to the outstanding
principal amount of the Term Loan B; and (iii) extend the date by which the
Administrative Borrower must submit (a) the Fiscal Fourth Quarter Financial
Statements from May 31, 2001 to June 30, 2001 and (b) the April 2001 Monthly
Financial Statements from May 30, 2001 to June 30, 2001.
In consideration of your request and in accordance with
Section 12.02 of the Financing Agreement, the Collateral Agent, with the consent
of the Required Lenders, hereby (i) extends the date by which the first
installment of the principal amount of the Term Loan A shall be due and payable
from May 30, 2001 to June 30, 2001; (ii) agrees that, notwithstanding anything
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to the contrary contained in the Financing Agreement, all interest accruing on
the outstanding principal amount of the Term Loan B during the period from May
30, 2001 through June 30, 2001, shall be paid by capitalizing all such interest
and adding such capitalized amount to the outstanding principal amount of the
Term Loan B; and (iii) grants to the Administrative Borrower an extension of the
date by which the Administrative Borrower must submit (a) the Fiscal Fourth
Quarter 2001 Financial Statements from May 31, 2001 to June 30, 2001 and (b) the
April 2001 Monthly Financial Statements from May 30, 2001 to June 30, 2001.
This letter agreement (i) shall become effective as of the
date set forth above when signed by the Collateral Agent, (ii) shall be
effective only in this specific instance and for the specific purposes set forth
herein, and (iii) does not allow for any other or further departure from the
terms and conditions of the Financing Agreement or any other Loan Document,
which terms and conditions shall continue in full force and effect.
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This letter agreement (i) supersedes all prior discussions,
agreements, commitments, arrangements, negotiations or understandings, whether
oral or written, of the parties with respect thereto, (ii) shall be governed by
the law of the State of New York, without giving effect to the conflict of laws
provisions thereof, (iii) shall be binding upon the parties and their respective
successors and assigns, (iv) may not be relied upon or enforced by any other
person or entity, and (v) may be signed in multiple counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same instrument. If this letter agreement becomes the subject of a dispute,
each of the parties hereto hereby waives trial by jury. This letter agreement
may be amended, modified or waived only in a writing signed by the parties
hereto.
Very truly yours,
ABLECO FINANCE LLC, as
Collateral Agent
By: /s/ KEVIN GENDA
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Name: Kevin Genda
Title: Senior Vice President
Accepted and Agreed:
OUTSOURCE INTERNATIONAL, INC.,
as Administrative Borrower
By: /s/ MICHAEL A. SHARP
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Name: Michael A. Sharp
Title: EVP & CFO
cc: Donn Beloff, Esq.
Frederic Ragucci, Esq.