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Exhibit 10.55
OUTSOURCE INTERNATIONAL, INC.
THIRD AMENDMENT
TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This Third Amendment (this "Third Amendment"), dated as of October 1,
1999, among (a) OUTSOURCE INTERNATIONAL, INC. (the "Borrower"), (b) CAPITAL
STAFFING FUND, INC.; (c) OUTSOURCE FRANCHISING, INC.; (d) SYNADYNE I, INC.; (e)
SYNADYNE II, INC.; (f) SYNADYNE III, INC.; (g) SYNADYNE IV, INC.; (h) SYNADYNE
V, INC.; (i) EMPLOYEES INSURANCE SERVICES, INC.; (j) OUTSOURCE INTERNATIONAL OF
AMERICA, INC.; (k) MASS STAFF, INC.; (l) STAFF ALL, INC.; (m) OUTSOURCE OF
NEVADA, INC.; (n) EMPLOYMENT CONSULTANTS, INC.; (o) X-TRA HELP, INC.; (p)
CO-STAFF, INC.; (q) GUARDIAN EMPLOYER EAST, LLC; (r) GUARDIAN EMPLOYER WEST,
LLC; (s) each of the banks party to the Credit Agreement hereinafter referred to
(collectively, the "Banks") and (t) BANKBOSTON, N.A., as agent for the Banks
(the "Agent"), pursuant to that certain Third Amended and Restated Credit
Agreement (as amended, the "Credit Agreement"), dated as of July 27, 1998, among
the Borrower, the Banks and the Agent. Capitalized terms used herein and which
are not otherwise defined shall have the respective meanings ascribed thereto in
the Credit Agreement.
WHEREAS, (i) the Borrower and (ii) each Subsidiary of the Borrower
party to a Subsidiary Guarantee and whose name appears on the signature page
hereof (a "Guarantor") have requested that the Banks and the Agent agree to
amend the terms of the Credit Agreement in certain respects; and
WHEREAS, the Banks and the Agent are willing to amend the terms of the
Credit Agreement in such respects, upon the terms and subject to the conditions
contained herein; and
NOW, THEREFORE, in consideration of the mutual agreements contained in
the Credit Agreement herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ss.1. AMENDMENT TO DEFINITIONS. Section 1.1 of the Credit Agreement is
hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended by deleting
the definition of "L/C Commitment" set forth therein and substituting in lieu
thereof the following new definition:
"L/C COMMITMENT: An amount equal to $6,359,871, as reduced
automatically from time to time as the amount of L/C
Obligations is reduced."
(b) Section 1.1 of the Credit Agreement is hereby further amended by
deleting the definition of "Letter of Credit" set forth therein and substituting
in lieu thereof the following new definition:
"LETTER OF CREDIT: Collectively, all letters of credit issued,
extended or renewed hereunder."
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(c) Section 1.1 of the Credit Agreement is hereby further amended by
deleting the words "July 27, 2003" appearing in the definition of "Termination
Date", and substituting in lieu thereof the words "December 31, 1999."
(d) Section 1.1 of the Credit Agreement is hereby further amended by
inserting the following new definitions therein in the correct alphabetical
sequence:
"CASH BUDGET. The cash flow forecast dated September 2, 1999,
delivered to the Agent and the Banks, detailing the Borrower
and its Subsidiaries weekly projected cash flows and debt
levels through December 31, 1999."
"L/C PERCENTAGE. Three percent (3%) per annum."
"MAXIMUM COMMITMENT. An amount equal to $22,000,000."
"OUTSOURCE FUNDING CREDIT AGREEMENT. The Revolving Credit
Agreement, dated as of October 1, 1999, among OutSource
Funding Corporation, as borrower, each of the lending
institutions party thereto, as banks, and BankBoston, N.A., as
agent, as the same shall be amended, restated, modified,
extended, renewed or replaced."
"SPECIFIED DATE: The earliest to occur of (a) the Termination
Date, (b) the date of any acceleration of the Obligations, and
(c) the date on which all Obligations are paid in full and the
Banks have no further commitment to extend credit under this
Agreement."
"SPECIFIED PERCENTAGE: (a) During the month of October, 1999,
two and one-half percent (2 1/2%), (b) during the month of
November, 1999, four percent (4%), and (c) from and after
December 1, 1999, five percent (5%)."
ss.2. REVOLVING CREDIT COMMITMENTS. Section 2.1 of the Credit Agreement
is hereby amended by deleting clause (i) therein in its entirety and
substituting in lieu thereof the following new clause (i):
"(i) the aggregate borrowings outstanding hereunder at any one
time (giving effect to all Revolving Credit Loans and
Swingline Loans but excluding all L/C Obligations at such
time) shall not exceed the Maximum Commitment,"
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ss.3. DESIGNATION OF INTEREST RATES; EURODOLLAR INTEREST PERIODS. The
Credit Agreement is hereby further amended by deleting Section 2.2 thereof in
its entirety.
ss.4. INTEREST RATES AND PAYMENT DATES. The Credit Agreement is hereby
further amended by deleting Section 2.3 thereof in its entirety and substituting
in lieu thereof the following new Section 2.3:
"2.3. INTEREST RATES AND PAYMENT DATES.
(a) Each Loan shall bear interest for so long as it
is outstanding and unpaid at the rate per annum equal to the
Alternate Base Rate plus the Specified Percentage.
Notwithstanding anything to the contrary contained herein,
including, without limitation Section 2.4 hereof, the Borrower
agrees that it shall not be permitted to request that Loans
bear interest determined by reference to the Eurodollar Base
Rate.
(b) During the continuance of an Event of Default,
(i) the principal and interest on the Loans shall bear
interest at a rate per annum (the "Default Rate") which is
equal to (A) until December 31, 1999, the rate that would
otherwise be applicable thereto PLUS two percent (2%) and (B)
at all times thereafter, seven percent (7%) above the
Alternate Base Rate as in effect from time to time and (ii)
the rate at which L/C Fees are determined shall be calculated
at the Default Rate.
(c) Interest shall be payable in arrears on each
Interest Payment Date; PROVIDED, HOWEVER, interest accruing at
the Default Rate pursuant to subsection 2.3(b) shall be
payable on receipt of written demand; PROVIDED, FURTHER,
interest in excess of two percent (2%) per annum above the
Alternate Base Rate as in effect from time to time shall be
deferred until the Specified Date.
(d) In the event the total amount of any payment of
principal or interest or amounts due in respect of any
Reimbursement Obligation or of any fee required to be paid
under this Agreement is not received by the Agent or the
Issuing Bank, as the case may be, within ten (10) days
following the due date of such payment, the Borrower shall, in
addition to and together with such payment, pay to the Agent
or the Issuing Bank, as the case may be, a late charge equal
to five percent (5%) of the total amount of such payment or
amount due; PROVIDED, such late charge shall not be payable in
respect of any overdue payment in the event the Borrower was
entitled to an advance in the amount of such payment under the
provisions of subsection 2.1 at the time such payment became
due, the Borrower duly requested such advance in compliance
with the requirements of this Agreement, and the Banks failed
to provide such advance without
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cause; PROVIDED, FURTHER, such late charge shall not be
payable prior to the Specified Date in respect of any deferred
interest payment pursuant to subsection 2.3(c). The Borrower
authorizes the Agent to debit any of the accounts of the
Borrower or its Subsidiaries at or assigned to the Agent on or
after the due date of any such payment and a late charge shall
not be payable to the extent the balances in such accounts are
sufficient on the due date to meet such payment."
ss.5. CONVERSION AND CONTINUATION OPTIONS. The Credit Agreement is
hereby further amended by deleting Section 2.5 thereof in its entirety.
ss.6. MINIMUM AMOUNTS AND MAXIMUM NUMBER OF TRANCHES. The Credit
Agreement is hereby further amended by deleting Section 2.6 thereof in its
entirety.
ss.7. COMMITMENT FEE. Section 2.8(a) of the Credit Agreement is hereby
amended by (i) deleting the words "Available Revolving Credit Commitment"
therein and substituting in lieu thereof the words "Maximum Commitment" and (ii)
deleting the words "percentage rate per annum set forth opposite the applicable
Consolidated Indebtedness to Consolidated EBITDA Ratio in the Pricing Grid"
therein and substituting in lieu thereof the words "one half of one percent
(0.50%) per annum."
ss.8. AGENT'S FEE. The Credit Agreement is hereby further amended by
deleting the first sentence of Section 2.8(b) thereof in its entirety and
substituting in lieu thereof the following new first sentence of Section 2.8(b):
"(b) The Borrower shall pay to the Agent monthly in advance,
for the Agent's own account, on October 1, 1999 and on the
first day of each month thereafter, an Agent's fee in the
amount of $1,667 per month."
ss.9. PREPAYMENTS. Section 2.10 of the Credit Agreement is hereby
amended by (i) deleting the word "Optional" n the heading therein and (ii)
inserting immediately before the first sentence therein the following new
sentence:
"If at any time the Aggregate Outstanding Extensions of Credit
of all of the Banks exceeds the Maximum Commitment plus the
L/C Commitment the Borrower shall immediately pay the amount
of such excess to the Agent for the respective account of the
Banks."
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ss.10. L/C COMMITMENT. The Credit Agreement is hereby further amended
by deleting Section 3.1(a) thereof in its entirety and substituting in lieu
thereof the following new Section 3.1(a):
"(a) The Issuing Bank shall have no obligation to issue any
new Letter of Credit or to extend or renew any existing Letter
of Credit."
ss.11. LETTER OF CREDIT FEES. The Credit Agreement is hereby further
amended by deleting Section 3.3 thereof in its entirety and substituting in lieu
thereof the following new Section 3.3:
"3.3 FEES, COMMISSION AND OTHER CHARGES.
(a) After issuance of a Letter of Credit, the
Borrower shall pay to the Agent a letter of credit fee (the
"L/C Fee") at the end of each month, in arrears, in an amount
equal to the product of (i) the face amount of such Letter of
Credit, times (ii) the L/C Percentage, times (iii) the term of
such Letter of Credit, expressed as a fraction equal to the
number of days of such term divided by three hundred sixty
(360). Notwithstanding the foregoing, the L/C Fees and
additional fees required to be paid pursuant to this
subsection 3.3(a) in excess of 2% per annum shall be deferred
until the Specified Date.
(b) The Agent shall, promptly following its receipt
thereof, distribute to the Issuing Bank and the L/C
Participants all fees and commissions received by the Agent
for their respective accounts pursuant to this subsection."
ss.12. FINANCIAL CONDITION COVENANTS. The Credit Agreement is hereby
further amended by deleting Section 7.1 thereof in its entirety:
ss.13. ADDITIONAL EVENTS OF DEFAULT. Section 8 of the Credit Agreement
is hereby amended by (i) deleting the period occurring at the end of clause (m)
therein and substituting in lieu thereof the text "; or" and (ii) inserting the
following new clause (n), (o), (p), (q), and (r):
"(n) A default or event of default (or any similar
event as defined in the Receivables Securitization Transaction
documents) shall have occurred and be continuing under any
Receivables Securitization Transaction document; or
(o) A "default" or "event of default" (as such terms
are defined in the OutSource Funding Credit Agreement) shall
have occurred and be continuing under the OutSource Funding
Credit Agreement; or
(p) The Borrower shall default in the observance or
performance of any covenant contained in ss.19 of the Third
Amendment; or
(q) Five (5) Business Days following any date on or
after October 15, 1999 on which the Agent has given written
notice to the Borrower that the Banks, in their sole
discretion, have declared an Event of Default hereunder; or
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(r) On or at any time after October 1, 1999, the
Banks are not satisfied in their sole discretion in all
respects with the status of the business, assets, liabilities
(actual or contingent), historical and projected revenues and
cash flows, operations, material relationships, condition
(financial or otherwise) and prospects of the Borrower and its
Subsidiaries."
ss.14. CERTAIN CROSS DEFAULTS. Section 8 of the Credit Agreement is
hereby further amended by (i) deleting the text "; or" occurring at the end of
clause (f) therein and (ii) inserting the following new language:
; PROVIDED, HOWEVER, any event of default under any
Subordinated Indebtedness shall not be an Event of Default
under this ss.8(f) if either (i) no enforcement action has
been taken by any holder of such Subordinated Indebtedness or
(ii) enforcement action has been taken by a holder of such
Subordinated Indebtedness and (1) the Borrower has taken
prompt action to dismiss such action (2) no attachment, levy
or other similar process has been commenced against the
Borrower and (3) such action has been dismissed or stayed
within ninety (90) days from the commencement of such action.
ss.15. ASSIGNMENTS. Section 10.6 of the Credit Agreement is hereby
amended by inserting the following new clause (i) immediately following clause
(h) therein:
"(i) Notwithstanding the foregoing, no Bank shall assign all
or any part of its rights and obligations under this Agreement
unless concurrently with such assignment, such transferor Bank
assigns to the same Purchasing Bank the same percentage of its
rights and obligations under the OutSource Funding Credit
Agreement."
ss.16. AMENDMENT TO THE SUBSIDIARY GUARANTEES. Each of the Subsidiary
Guarantees are hereby amended by deleting in each case the "net worth"
limitation set forth in ss.2(b) thereof.
ss.17. CONFIRMATION OF OBLIGATIONS. The Borrower hereby confirms that
the obligations of the Borrower arising under each of the Loan Documents to
which it is a party, including Indebtedness consisting of Revolving Credit
Loans, Swingline Loans and L/C Obligations, are included in the Obligations, are
not subject to any claims or defenses whatsoever, and constitute valid and
binding obligations of the Borrower enforceable against the Borrower in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law). Each
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Guarantor hereby confirms that the obligations of such Guarantor arising under
each of the Loan Documents to which it is a party are included in the
Obligations, are not subject to any claims or defenses whatsoever, and
constitute valid and binding obligations of such Guarantor enforceable against
such Guarantor in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law).
ss.18. RELEASE. The Borrower and each Guarantor, on the Borrower's and
each Guarantors own behalf and on behalf of the Borrower's and each Guarantors
successors and assigns, hereby waive, release and discharge the Agent and each
Bank and all of the affiliates of the Agent and each Bank, and all of the
directors, officers, employees, attorneys and agents of the Agent, each Bank and
such affiliates, from any and all claims, demands, actions or causes of action
(known and unknown) arising out of or in any way relating to the Loan Documents
and any documents, agreements, dealings or other matters connected with the
Credit Agreement, in each case to the extent arising (x) on or prior to the date
hereof or (y) out of, or relating to, actions, dealings or matters occurring on
or prior to the date hereof. The waivers, releases, and discharges in this
SECTION 18 shall be effective regardless of whether the conditions to this Third
Amendment are satisfied and regardless of any other event that may occur or not
occur after the date hereof.
ss.19. COVENANTS. The Borrower and each Guarantor hereby agrees that:
(a) the Borrower and each Guarantor shall permit the Banks, the Agent
and their advisors to have full and complete access to all information that
Raymond James develops or obtains with respect to the valuation and disposition
of Synadyne and the Borrower and each Guarantor shall authorize Raymond James to
deliver such information to the Banks, the Agent and their advisors, and discuss
the same with them;
(b) the Borrower and each Guarantor shall forthwith cause each
Subsidiary of the Borrower (other than OutSource Funding Corporation) that has
not previously done so, to execute and deliver to the Agent a Subsidiary
Guarantee and a Subsidiary Security Agreement, each in form and substance
satisfactory to the Agent;
(c) the Borrower and each Guarantor shall, to the extent it has not
previously done so, forthwith deliver to the Agent certificates representing one
hundred percent (100%) or, in the case of non-wholly owned Subsidiaries, such
lower percentage as is owned by the Borrower and its Subsidiaries of the capital
stock or other equity interests of each of the Borrower's Subsidiaries, together
with stock transfer powers or other appropriate transfer powers for each of such
certificates, duly executed in blank, all to be held upon the terms of the
Security Documents;
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(d) the Borrower and each Guarantor shall permit the Banks, the Agent
and their advisors to engage the services of consultants in connection with the
valuation of Synadyne and a review of the Borrower's business, and shall permit
the Agent and/or its counsel to continue to retain Nightingale & Associates, LLC
("Nightingale") to, among other things, make visits to, and discuss financial
and operational matters with, the Borrower and its Subsidiaries and to advise
the Agent and the Banks as to the business, operations and financial condition
of the Borrower and its Subsidiaries. Such consultant shall not be limited in
the frequency of visits to the facilities of the Borrower and its Subsidiaries.
The Borrower shall, and shall cause each of its Subsidiaries to, cooperate with
such consultants and provide such consultants with all information reasonably
requested by such consultant in connection with its engagement by the Agent
and/or its counsel. On or before October 12, 1999, the Borrower shall reach an
agreement with Nightingale satisfactory to the Agent in its sole discretion as
to the acceptable format of the weekly cash flow forecast and other financial
information required to be delivered pursuant to ss.19(f) hereof;
(e) in the event that the Borrower is successful in its efforts to
locate a buyer for Synadyne, the Borrower shall deliver to the Banks, on or
before the Borrower's entering into any agreement to effect such sale, (i)
revised cash flow projections, in a form similar to those delivered pursuant to
ss.19(f) hereof, prepared by CrossRoads Capital Partners, LLC, for the period
prior to and following completion of such sale to the Termination Date and (ii)
a copy of the proposed purchase and sale agreement; and
(f) the Borrower shall deliver to the Agent, within 3 days after the
end of each calendar week, a report in the form agreed upon by Nightingale and
the Agent pursuant to ss.19(d) hereof, and prepared in a manner consistent with
each prior acceptable report, setting forth the Borrower's actual cash flow as
at the end of such week versus the cash flow forecast as at the end of such week
as reported in the Cash Budget; and
(g) the Borrower and each Guarantor shall, to the extent that it has
not previously done so, forthwith deliver to the Agent all promissory notes,
intercompany notes and other instruments evidencing any intercompany or other
debt obligations in favor of the Borrower or such Subsidiary, together with
appropriate transfer powers for each, all to be held upon the terms of the
Security Documents.
ss.20. REPRESENTATIONS AND WARRANTIES. The Borrower and each of the
Guarantors represent and warrant to the Banks and the Agents as follows:
(a) REPRESENTATIONS AND WARRANTIES IN CREDIT AGREEMENT. The
representations and warranties of the Borrower and each of the Guarantors
contained in the Credit Agreement, as amended hereby, (a) were true and correct
in all material respects when made, and (b) except (i) as a result of changes in
the ordinary course of business permitted under the Credit Agreement and (ii) to
the extent such representations and warranties by their
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terms are made solely as of a prior date, continue to be true and correct in all
material respects on the date hereof.
(b) AUTHORITY, ETC. The execution and delivery by the Borrower and each
of the Guarantors of this Third Amendment and the performance by the Borrower
and each of the Guarantors of all of their agreements and obligations under this
Third Amendment and the Credit Agreement as amended hereby (i) are within the
corporate authority of the Borrower and each of the Guarantors, (ii) have been
duly authorized by all necessary corporate or proceedings or actions, as the
case may be, by the Borrower and each of the Guarantors, (iii) do not conflict
with or result in any breach or contravention of any provision of law, statute,
rule or regulation to which the Borrower or any of the Guarantors is subject or
any judgment, order, writ, injunction, license or permit applicable to the
Borrower or any of the Guarantors, and (iv) do not conflict with any provision
of the corporate charter, by-laws or partnership agreement of, or any agreement
or other instrument binding upon, the Borrower or any of the Guarantors.
(c) ENFORCEABILITY OF OBLIGATIONS. This Third Amendment, and the Credit
Agreement as amended hereby, and the other Loan Documents constitute the legal,
valid and binding obligations of the Borrower and each of the Guarantors
enforceable against each such Person in accordance with their respective terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law). After giving effect
to this Third Amendment, no Default or Event of Default exists under the Credit
Agreement.
ss.21. CONDITIONS TO EFFECTIVENESS. This Third Amendment shall be
effective as of the date hereof (the "Effective Date") upon the satisfaction of
the following conditions precedent, on or before October 5, 1999:
(a) receipt by the Agent of an original counterpart signature to this
Third Amendment, duly executed and delivered by the Borrower, each of the
Guarantors, the Banks and the Agent;
(b) the Banks being satisfied in their sole discretion that the
financial information delivered most recently prior to October 1, 1999 with
respect to the Borrower and its Subsidiaries fairly presents the business,
financial condition and prospects of such persons for the periods covered
thereby and there has been no material adverse change in the business, assets,
financial condition or prospects of the Borrower and its Subsidiaries since such
date;
(c) the negotiation, execution and delivery of amendments to the
Receivables Securitization Transaction documents, each in form and substance
satisfactory to the Banks, the Agent and their respective counsel in their sole
discretion;
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(d) the negotiation, execution and delivery of the OutSource Funding
Credit Agreement in form and substance satisfactory to the Banks and the Agent
in their sole discretion;
(e) the Agent being satisfied in its sole discretion that the Borrower
and its Subsidiaries have received all necessary shareholder, regulatory and
other third party approvals, including, without limitation, evidence of
compliance with all state and federal laws applicable to any party to the
transaction;
(f) receipt by the Agent of evidence in form and substance satisfactory
to the Agent in its sole discretion of appropriate corporate approval of all
proposed transactions as well as opinions of counsel satisfactory to it in its
sole discretion as to, among other things, the due consummation of the
transactions, legality, validity and binding effect of all loan, security and
related documents, the absence of any violation of any law or regulation
applicable to the Borrower or any Subsidiary party to a Loan Document;
(g) receipt by the Agent of evidence in form and substance satisfactory
to the Agent in its sole discretion as to the absence of conflict between the
Loan Documents and all other obligations and agreements of the Borrower or a
Subsidiary party to a Loan Document;
(h) receipt by the Agent of evidence satisfactory to it as to the
absence of any action, suit, proceeds or investigations of any kind pending or
threatened the result of which might impair or prevent the consummation of the
transactions described in this Third Amendment, or which question the validity
of the Credit Agreement or any of the Loan Documents;
(i) receipt by the Agent of evidence satisfactory to it as to the
perfection and priority of all security interests in existing and after-acquired
personal property assets of the Borrower and each of its Subsidiaries (other
than Outsource Funding Corporation);
(j) payment by the Borrower of the legal, appraisal, consultant and
out-of-pocket fees and expenses of the Agent incurred in connection with the
restructuring of the existing financing, in each case, to the extent that
invoices for the same have been presented to the Borrower; and
(k) payment by the Borrower of all fees and expenses of Nightingale &
Associates, LLC in connection with consulting services of Nightingale &
Associates, LLC, to the extent that invoices for the same have been presented to
the Borrower (in addition to any amount previously paid as a retainer).
ss.22. MISCELLANEOUS PROVISIONS. (a) Except as otherwise expressly
provided by this Third Amendment, all of the terms, conditions and provisions of
the Credit Agreement shall remain the same. It is declared and agreed by each of
the parties hereto that the Credit Agreement, as amended hereby, shall
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continue in full force and effect, and that this Third Amendment and the Credit
Agreement shall be read and construed as one instrument.
(b) THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED ACCORDING
TO, THE LAWS OF THE STATE OF CONNECTICUT (EXCLUDING THE LAWS APPLICABLE TO
CONFLICTS OR CHOICE OF LAW).
(c) This Third Amendment may be executed in any number of counterparts,
but all such counterparts shall together constitute but one instrument. In
making proof of this Third Amendment it shall not be necessary to produce or
account for more than one counterpart signed by each party hereto by and against
which enforcement hereof is sought.
(d) Headings or captions used in this Third Amendment are for
convenience of reference only and shall not define or limit the provisions
hereof.
(e) The Borrower hereby agrees to pay to the Agent, on demand by the
Agent, all reasonable out-of-pocket costs and expenses incurred or sustained by
the Agent in connection with the preparation of this Third Amendment (including
without limitation, recording and filing fees, notarization fees, stamp taxes,
any other tax imposed by reason of the execution and delivery of the Loan
Documents, the reasonable fees and expenses of counsel to the Agent and the
reasonable fees and expenses of the Agent's commercial finance examiners and
commercial auditors).
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IN WITNESS WHEREOF, each of the undersigned has duly executed this
Third Amendment as of the date first set forth above.
OUTSOURCE INTERNATIONAL, INC.
By: /s/ Paul M. Burrell
-----------------------------
Name: Paul M. Burrell
Title: President and CEO
CAPITAL STAFFING FUND, INC.
By: /s/ Paul M. Burrell
-----------------------------
Name: Paul Mr. Burrell
Title: President
OUTSOURCE FRANCHISING, INC.
By: /s/ Paul M. Burrell
-----------------------------
Name: Paul Mr. Burrell
Title: President
SYNADYNE I, INC.
By: /s/ Paul M. Burrell
-----------------------------
Name: Paul M. Burrell
Title: Vice President
SYNADYNE II, INC.
By: /s/ Paul M. Burrell
-----------------------------
Name: Paul M. Burrell
Title: Vice President
SYNADYNE III, INC.
By: /s/ Paul M. Burrell
-----------------------------
Name: Paul M. Burrell
Title: Vice President
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SYNADYNE IV, INC.
By: /s/ Paul M. Burrell
-----------------------------
Name: Paul M. Burrell
Title: Vice President
SYNADYNE V, INC.
By: /s/ Paul M. Burrell
-----------------------------
Name: Paul M. Burrell
Title: Vice President
EMPLOYEES INSURANCE SERVICES, INC.
By: /s/ Paul M. Burrell
-----------------------------
Name: Paul Mr. Burrell
Title: President
OUTSOURCE INTERNATIONAL OF AMERICA, INC.
By: /s/ Paul M. Burrell
-----------------------------
Name: Paul Mr. Burrell
Title: President
MASS STAFF, INC.
By: /s/ Paul M. Burrell
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Name: Paul Mr. Burrell
Title: President
STAFF ALL, INC.
By: /s/ Paul M. Burrell
-----------------------------
Name: Paul Mr. Burrell
Title: President
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OUTSOURCE OF NEVADA, INC.
By: /s/ Paul M. Burrell
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Name: Paul Mr. Burrell
Title: President
EMPLOYMENT CONSULTANTS, INC.
By: /s/ Paul M. Burrell
-----------------------------
Name: Paul Mr. Burrell
Title: President
X-TRA HELP, INC.
By: /s/ Paul M. Burrell
-----------------------------
Name: Paul Mr. Burrell
Title: President
CO-STAFF, INC.
By: /s/ Paul M. Burrell
-----------------------------
Name: Paul Mr. Burrell
Title: President
GUARDIAN EMPLOYER EAST, LLC
By: /s/ Scott R. Francis
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Name: Scott R. Francis
Title: Manager
GUARDIAN EMPLOYER WEST, LLC
By: /s/ Scott R. Francis
-----------------------------
Name: Scott R. Francis
Title: Manager
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BANKBOSTON, N.A., individually and as Agent
By: /s/ C. Christopher Smith
-----------------------------
Name: C. Christopher Smith
Title: Vice President
COMERICA BANK
By: /s/ Martin G. Ellis
-----------------------------
Name: Martin G. Ellis
Title: Vice President
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ John J. McGuire
-----------------------------
Name: John J. McGuire
Title: First Vice President
SUNTRUST BANK, SOUTH FLORIDA,
NATIONAL ASSOCIATION
By: /s/ T. Michael Logan
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Name: T. Michael Logan
Title: Managing Director
FLEET NATIONAL BANK
By: /s/ Daniel D. Butler
-----------------------------
Name: Daniel D. Butler
Title: Vice President