GUARANTY (LESSEE)
THIS GUARANTY (LESSEE) (this "GUARANTY (LESSEE)") is made as
of December 9, 1997 by VINCAM HUMAN RESOURCES, INC.; VINCAM HUMAN RESOURCES,
INC. I; VINCAM HUMAN RESOURCES, INC. II; VINCAM HUMAN RESOURCES, INC. III;
VINCAM HUMAN RESOURCES, INC. IV; VINCAM HUMAN RESOURCES, INC. V; VINCAM HUMAN
RESOURCES, INC. VI; VINCAM HUMAN RESOURCES, INC. XII; VINCAM HUMAN RESOURCES OF
MICHIGAN, INC.; VINCAM OCCUPATIONAL HEALTH SYSTEMS, INC.; PERSONNEL RESOURCES,
INC.; VINCAM INSURANCE SERVICES, INC.; VINCAM PRACTICE MANAGEMENT, INC.;
AMERICAN PEDIATRIC SYSTEMS, INC.; and PSYCH/CARE, INC., each of which is a
Florida corporation (collectively, the "Florida Guarantors"); VINCAM/STAFF
ADMINISTRATORS, INC. (d/b/a STAFF ADMINISTRATORS, INC.), VINCAM/STAFF
ADMINISTRATORS OF WESTERN COLORADO,, INC. (d/b/a STAFF ADMINISTRATORS OF WESTERN
COLORADO, INC.); STAFF ADMINISTRATORS OF CO, INC.; and STAFF ADMINISTRATORS OF
CALIFORNIA, INC., each of which is a Colorado corporation (collectively, the
"Colorado Guarantors"); VINCAM/AMSTAFF, INC., RDM, INC., AMSTAFF PEO, INC. and
AMERICAN STAFFING, INC., each of which is a Michigan corporation (collectively,
the "Michigan Guarantors"); and VINCAM/STAFFING NETWORK, INC., a New Hampshire
corporation (the "New Hampshire Guarantor"; the Florida Guarantors, the Colorado
Guarantors, the Michigan Guarantors and the New Hampshire Guarantor being,
collectively, the GUARANTORS", which term shall include any subsidiary of The
Vincam Group, Inc. which becomes a Guarantor pursuant to Section 17 hereof and
Section 8.33 of the Credit Agreement referred to below ), in favor of Fleet Real
Estate, Inc., and its successors and assigns, including Fleet National Bank, as
Agent, for the ratable benefit of the Agent and the Lenders under the Credit
Agreement referred to below.
RECITALS
WHEREAS, Fleet Real Estate, Inc, as Lessor, has acquired fee
simple title to the Site, and intends to construct on the Site a corporate
headquarters building and related enhancements and improvements, which, with the
Site, will comprise the Facility; and
WHEREAS, the Lessor has leased the Facility, to The Vincam
Group, Inc. (together with any successor or permitted assign under the terms of
the Credit Agreement, the Lease or any other applicable Transaction Document (as
defined in Schedule 1.02 to the Credit Agreement), the "COMPANY"), pursuant to a
Lease Agreement of even date herewith (as the same may be
amended, supplemented or otherwise modified from time to time,
the "LEASE"); and
WHEREAS, the Company, acting as the Lessor's
Acquisition/Construction Agent under an Agency, Indemnity and Support Agreement
dated of even date herewith (as the same may be amended, supplemented or
otherwise modified from time to time, the "AGENCY AGREEMENT"), will, on behalf
of the Lessor, complete the construction and installation of all such
enhancements and improvements on the Site and provide operations, maintenance
and management support for the Facility; and
WHEREAS, in order to finance the acquisition of the Lessor's
fee simple interest in the Site and the construction of the corporate
headquarters building and related enhancements and improvements on the Site for
the ultimate use and benefit of the Company in accordance with the Lease, the
Company, the Lessor, Fleet National Bank, as Agent (the "AGENT"), the Lenders
parties thereto and the Lessor have entered into a certain Credit and Investment
Agreement of even date herewith (as the same may be amended, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"), whereby the
Company has requested that the Lenders extend certain Loans to the Lessor in an
aggregate principal amount of up to $11,640,000, and that the Lessor make
certain Lessor Investments in an aggregate principal amount of up to $360,000;
and
WHEREAS, to induce the Lessor, the Agent and the Lenders to
enter into the Credit Agreement, the Guaranty (Lessor), and the other
Transaction Documents, the Guarantors have agreed to guarantee the obligations
of the Company to the Lessor under the Credit Agreement, the Guaranty (Lessor),
the Lease, the Agency Agreement and the other Transaction Documents; and
WHEREAS, the Lenders have agreed to extend the requested Loans
and the Lessor has agreed to make the requested Lessor Investments upon the
terms and conditions set forth in the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and the
covenants and agreements herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Guarantors hereby agree as follows:
SECTION 1. DEFINITIONS. Terms defined in the Credit
Agreement or in Schedule 1.02 to the Credit Agreement and not
otherwise defined herein have, as used herein, the respective
meanings provided for therein.
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SECTION 2. THE GUARANTY. The Guarantors, as primary and joint
and several obligors and not merely as surety, each hereby irrevocably and
unconditionally guarantees the full and punctual payment (whether at stated
maturity, upon acceleration or otherwise) when due of all obligations of, and
all amounts owing by, the Company (but not of the Lessor) under the Lease, the
Credit Agreement, the Guaranty (Lessor), the Agency Agreement and all other
Transaction Documents, including, without limitation, all obligations to pay
Rent, Impositions, Taxes, Other Taxes, Support Expenses, the Termination Value
where the Company has not elected to acquire the Facility by payment of the
Purchase Price upon the occurrence of a Cancellation Event, the Purchase Price
where the Company elects to acquire the Facility, the Final Rent Payment or the
Completion Costs Payment, as applicable, upon the occurrence of a Termination
Event and where the Company has not elected to acquire the Facility, and
increased costs and compensation for reduced returns under Section 5.03 of the
Credit Agreement, compensation under Section 5.05 of the Credit Agreement,
expenses and indemnities under Section 11.03 of the Credit Agreement and Section
5.1 of the Agency Agreement and otherwise, and interest at the Default Rate in
respect of overdue principal of, interest and Yield on and fees in respect of
Loans and Lessor Investments, and all other amounts owing or payable of whatever
nature, and the full and punctual performance when due of all obligations and
agreements of the Company to or in favor of the Lessor, the Agent or the Lenders
under the Lease, the Credit Agreement, the Guaranty (Lessor), the Agency
Agreement and all other Transaction Documents, including, without limitation,
all obligations of the Company to cause Completion to occur in accordance with
the terms of the Agency Agreement and the other Transaction Documents and the
Company's obligation to return the Facility to the Lessor in accordance with
Section 16 of the Lease if the Company has not elected to acquire the Facility
(all of the foregoing obligations in clauses (a) and (b) above being referred to
collectively as the "GUARANTEED OBLIGATIONS"), and agrees to pay any and all
expenses (including reasonable attorneys' fees and expenses) incurred by the
Lessor, the Agent, the Lenders and their respective successors, transferees and
assigns in enforcing any rights under this Guaranty. Without limiting the
generality of the foregoing, the Guarantors' liability shall extend to all
amounts that constitute part of the Guaranteed Obligations and would be owed by
the Company to the Lessor, the Agent or the Lenders but for the fact that they
are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar case or proceeding involving the Company. For purposes
of determining when an obligation is "DUE" for purposes of this Guaranty, such
term shall be interpreted to mean due in accordance with the terms of this
Guaranty and without regard to the amendment, modification or rejection of any
Guaranteed
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Obligation in any bankruptcy or other reorganization case or proceeding.
SECTION 3. GUARANTY UNCONDITIONAL. The Guarantors guarantee
that the Guaranteed Obligations will be paid and performed strictly in
accordance with their terms, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of the Company with respect thereto. The obligations of the Guarantors
under this Guaranty are independent of the Guaranteed Obligations and a separate
action or actions may be brought and prosecuted against the Guarantors to
enforce this Guaranty, irrespective of whether any action is brought against the
Company or any of its Affiliates or whether the Company or any of its Affiliates
is joined in any such action or actions. The obligations of the Guarantors
hereunder shall be irrevocable, unconditional and absolute and, without limiting
the generality of the foregoing, shall not be released, discharged or otherwise
affected by:
a. any extension, renewal, settlement, compromise, waiver or
release in respect of any obligation of the Company under the
Lease, the Credit Agreement, the Guaranty (Lessor), the Agency
Agreement or any other Transaction Document, by operation of
law or otherwise or any obligation of any other guarantor of
any of the Guaranteed Obligations;
b. any modification or amendment of or supplement to the
Lease, the Credit Agreement, the Guaranty (Lessor), the
Agency Agreement, any Note or any other Transaction
Document;
c. any release, nonperfection or invalidity of any direct or
indirect security for any obligation of the Company under the
Lease, the Credit Agreement, the Guaranty (Lessor), the Agency
Agreement, any other Transaction Document or any obligations
of any other guarantor of any of the Guaranteed Obligations;
d. any change in the corporate existence, structure or ownership
of the Company, or any other guarantor of any of the
Guaranteed Obligations, or any insolvency, bankruptcy,
reorganization or other similar case or proceeding affecting
the Company, or any other guarantor of the Guaranteed
Obligations, or its assets or any resulting release or
discharge of any obligation of the Company, or any other
guarantor of any of the Guaranteed Obligations;
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e. the existence of any claim, set-off or other rights which any
of the Guarantors may have at any time against the Company,
any other Guarantor, any other guarantor of any of the
Guaranteed Obligations, the Lessor, the Agent, any Lender or
any other Person, whether in connection herewith or any
unrelated transactions, provided that nothing herein shall
prevent the assertion of any such claim by separate suit or
compulsory counterclaim;
f. any invalidity or unenforceability relating to or against the
Company, or any other guarantor of any of the Guaranteed
Obligations, for any reason related to the Credit Agreement,
the Guaranty (Lessor),the Agency Agreement, any other
Transaction Document or any other guaranty of the Guaranteed
Obligations, or any provision of applicable law or regulation
purporting to prohibit the payment by the Company, any other
Guarantor or any other guarantor of the Guaranteed
Obligations, of amounts due under the Lease or any other
amount payable by the Company under the Credit Agreement, the
Guaranty (Lessor), the Agency Agreement or any other
Transaction Document; or
g. any other act or omission to act or delay of any kind by the
Company, any other Guarantor, any other guarantor of the
Guaranteed Obligations, the Lessor or any other Person or any
other circumstance whatsoever which might, but for the
provisions of this paragraph, constitute a legal or equitable
discharge of the Guarantor's obligations hereunder, including,
without limitation, any failure, omission, delay or inability
on the part of the Lessor, the Agent or the Lenders to
enforce, assert or exercise any right, power or remedy
conferred on the Lessor, the Agent or the Lenders under the
Lease, the Credit Agreement, the Guaranty (Lessor), the Agency
Agreement or any other Transaction Document.
SECTION 4. REPRESENTATIONS AND WARRANTIES. The Guarantors
incorporate herein by reference as fully as if set forth herein all of the
representations and warranties pertaining to the Guarantors contained in Section
7.01 of the Credit Agreement (which representations and warranties shall be
deemed to have been renewed by the Guarantors upon each Loan or Lessor
Investment Payment under the Credit Agreement).
SECTION 5. COVENANTS. The Guarantors covenant that, so long as
any Lender or the Lessor has any Commitment outstanding under the Credit
Agreement or any amount payable under the Credit Agreement or any Note or Lessor
Investment shall
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remain unpaid, the Guarantors will fully comply with those covenants set forth
in Article VIII of the Credit Agreement pertaining to the Guarantors, and the
Guarantors incorporate herein by reference as fully as if set forth herein all
of such covenants.
SECTION 6. DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT
IN CERTAIN CIRCUMSTANCES. The Guarantors' obligations hereunder shall remain in
full force and effect until all Guaranteed Obligations shall have been paid in
full and the Commitments of the Lenders and the Lessor under the Credit
Agreement shall have terminated or expired. If at any time any payment of the
principal of or interest on any Note, the Lessor Investment or any other amount
payable by the Company under the Credit Agreement, the Guaranty (Lessor), or any
other Transaction Document is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of the Company or
otherwise, the Guarantor's obligations hereunder with respect to such payment
shall be reinstated as though such payment had been due but not made at such
time.
SECTION 7. WAIVER OF NOTICE BY THE GUARANTORS. Each of the
Guarantors irrevocably waives acceptance hereof, presentment, demand, protest
and, to the fullest extent permitted by law, any notice not provided for herein,
as well as any requirement that at any time any action be taken by any Person
against the Company, any other Guarantor, any other guarantor of the Guaranteed
Obligations or any other Person. The Agent, acting on behalf of the Lessor,
shall, to the extent reasonably practicable, provide prior written notice to the
Guarantors of any intentional action (or, in the case of an unintentional
action, such notice shall be provided upon discovery thereof by the Agent) taken
by the Lessor or the Agent referred to in Section 3, PROVIDED, HOWEVER, that the
failure to provide such notice shall not affect the Guarantors'
obligations under this Guaranty.
SECTION 8. STAY OF ACCELERATION. If acceleration of the time
for payment of any amount payable by the Company under the Lease, the Agency
Agreement, the Credit Agreement, the Guaranty (Lessor), any Note, the Lessor
Investment or any other Transaction Document is stayed upon the insolvency,
bankruptcy or reorganization of the Company, all such amounts otherwise subject
to acceleration under the terms of the Lease, the Agency Agreement, Credit
Agreement, the Guaranty (Lessor), any Note, the Lessor Investment or any other
Transaction Document shall nonetheless be payable by the Guarantors hereunder
forthwith on demand by the Lessor.
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SECTION 9. NOTICES. All notices and other communications
provided for hereunder shall be in writing (including by telecopier and other
readable communication) and mailed by certified mail, return receipt requested,
telecopied or otherwise transmitted or delivered: if to the Guarantors, at 2850
Douglas Road, Coral Gables, Florida 33134, Attention: Elizabeth J. Keeler,
General Counsel, Telecopier 305-460-2396; if to any Lender, the Agent or the
Lessor, at its address set forth under its name on the signature page to the
Credit Agreement; or, as to each party at such other address as shall be
designated by such party in a written notice to the other parties. All such
notices and communications shall, if so mailed, telecopied or otherwise
transmitted, be effective when received, if mailed, or when the appropriate
answerback or other evidence of receipt is given, if telecopied or otherwise
transmitted, respectively.
SECTION 10. NO WAIVERS. No failure or delay by the Agent or
the Lenders in exercising any right, power or privilege hereunder shall operate
as a waiver thereof nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies provided in this Guaranty, the Lease, the
Agency Agreement, the Credit Agreement, the Guaranty (Lessor), the Notes and the
other Transaction Documents shall be cumulative and shall not be exclusive of
any other rights or remedies provided by law.
SECTION 11. SUCCESSORS AND ASSIGNS. This Guaranty (Lessee) is
for the benefit of the Lessor and its successors and assigns, including the
Agent, for the ratable benefit of the Lenders. In the event of an assignment of
any amounts payable under the Lease, the Agency Agreement, the Credit Agreement,
the Guaranty (Lessor), the Notes, the Lessor Investment or the other Transaction
Documents, the rights hereunder, to the extent applicable to the indebtedness so
assigned, may be transferred with such indebtedness. This Guaranty (Lessee) may
not be assigned by the Guarantor without the prior written consent of the
Lessor, the Agent and each Lender and shall be binding upon the Guarantor and
its successors and permitted assigns.
SECTION 12. CHANGES IN WRITING. Neither this Guaranty (Lessee)
nor any provision hereof may be changed, waived, discharged or terminated
orally, but only in writing signed by the Guarantors, the Lessor, the Agent and
the Lenders.
SECTION 13. GOVERNING LAW; SUBMISSION TO JURISDICTION.
(A) THIS GUARANTY (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY
AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
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WITH, THE LAWS OF THE STATE OF NEW YORK, OTHER THAN THE CONFLICT OF LAWS RULES
THEREOF.
(B) EACH OF THE GUARANTORS HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY AND
ANY APPELLATE COURT FROM ANY THEREOF IN ANY ACTION OR PROCEEDING BY THE AGENT OR
ANY PARTICIPANT IN RESPECT OF, BUT ONLY IN RESPECT OF, ANY CLAIMS OR CAUSES OF
ACTION ARISING OUT OF OR RELATING TO THIS GUARANTY (LESSEE) OR THE OTHER
TRANSACTION DOCUMENTS (SUCH CLAIMS AND CAUSES OF ACTION, COLLECTIVELY, BEING
"PERMITTED CLAIMS"), AND THE GUARANTORS HEREBY IRREVOCABLY AGREE THAT ALL
PERMITTED CLAIMS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR IN
SUCH FEDERAL COURT. EACH OF THE GUARANTORS HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO
THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY AFOREMENTIONED COURT IN
RESPECT OF PERMITTED CLAIMS. EACH OF THE GUARANTORS HEREBY IRREVOCABLY APPOINTS
CT CORPORATION SYSTEM (THE "PROCESS AGENT"), WITH AN OFFICE ON THE DATE HEREOF
AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS ITS AGENT TO RECEIVE ON BEHALF OF
SUCH GUARANTOR AND ITS PROPERTY SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT
AND ANY OTHER PROCESS WHICH MAY BE SERVED BY THE LESSOR, THE AGENT OR THE
LENDERS IN ANY SUCH ACTION OR PROCEEDING IN ANY AFOREMENTIONED COURT IN RESPECT
OF PERMITTED CLAIMS. SUCH SERVICE MAY BE MADE BY DELIVERING A COPY OF SUCH
PROCESS TO THE COMPANY BY COURIER AND BY CERTIFIED MAIL (RETURN RECEIPT
REQUESTED), FEES AND POSTAGE PREPAID, BOTH (I) IN CARE OF THE PROCESS AGENT AT
THE PROCESS AGENT'S ABOVE ADDRESS AND (II) AT EACH GUARANTOR'S ADDRESS SPECIFIED
PURSUANT TO SECTION 9, AND EACH GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND
DIRECTS THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF. THE GUARANTORS
AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW.
(C) NOTHING IN THIS SECTION 13: (I) SHALL AFFECT THE RIGHT OF
THE LESSOR, ANY LENDER OR THE AGENT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR AFFECT ANY RIGHT OTHERWISE EXISTING OF THE LESSOR, ANY
LENDER OR THE AGENT TO BRING ANY ACTION OR PROCEEDING AGAINST THE GUARANTORS OR
THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS OR (II)
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SHALL BE DEEMED TO BE A GENERAL CONSENT TO JURISDICTION IN ANY PARTICULAR COURT
OR A GENERAL WAIVER OF ANY DEFENSE OR A CONSENT TO JURISDICTION OF THE COURTS
EXPRESSLY REFERRED TO IN SUBSECTION (A) ABOVE IN ANY ACTION OR PROCEEDING IN
RESPECT OF ANY CLAIM OR CAUSE OF ACTION OTHER THAN PERMITTED CLAIMS.
SECTION 14. TAXES, ETC. All payments required to be
made by the Guarantors hereunder shall be made without set-off or counterclaim
and free and clear of, and without deduction or withholding for or on account
of, any present or future taxes, levies, imposts, duties or other charges of
whatsoever nature imposed by any government or any political or taxing authority
as required pursuant to Section 4.06 of the Credit Agreement.
SECTION 15. SUBROGATION. Each of the Guarantors hereby agrees
that it will not exercise any rights which it may acquire by way of subrogation
under this Guaranty (Lessee) or the Contribution Agreement, by any payment made
hereunder or otherwise, unless and until all of the Guaranteed Obligations shall
have been paid in full. If any amount shall be paid to the Guarantor on account
of such subrogation rights at any time when all of the Guaranteed Obligations
shall not have been paid in full, such amount shall be held in trust for the
benefit of the Lessor, the Agent and the Lenders and shall forthwith be paid to
the Lessor to be credited and applied to the Guaranteed Obligations, whether
matured or unmatured, in accordance with the terms of the Credit Agreement.
SECTION 16. WAIVER OF JURY TRIAL. EACH OF THE GUARANTOR AND
THE LESSOR WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY
RIGHTS UNDER THIS GUARANTY OR ANY OTHER TRANSACTION DOCUMENT OR UNDER AMENDMENT,
INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP
EXISTING IN CONNECTION WITH THIS GUARANTY (LESSEE) OR ANY OTHER TRANSACTION
DOCUMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY.
SECTION 17. ADDITIONAL GUARANTORS. Section 8.33 of the Credit
Agreement provides that Subsidiaries must become Guarantors by, among other
things, executing and delivering to the Agent a counterpart of this Guaranty
(Lessee) and of the Contribution Agreement. Any Subsidiary which executes and
delivers to the Agent a counterpart of this Guaranty (Lessee) and of the
Contribution Agreement shall be a Guarantor for all purposes hereunder.
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IN WITNESS WHEREOF, the Guarantors have caused this Guaranty
(Lessee) to be duly executed by its authorized officer as of the date first
above written.
VINCAM HUMAN RESOURCES, INC.
VINCAM HUMAN RESOURCES, INC. I
VINCAM HUMAN RESOURCES, INC. II
VINCAM HUMAN RESOURCES, INC. III
VINCAM HUMAN RESOURCES, INC. IV
VINCAM HUMAN RESOURCES, INC. V
VINCAM HUMAN RESOURCES, INC. VI
VINCAM HUMAN RESOURCES, INC. XII
VINCAM HUMAN RESOURCES OF MICHIGAN, INC.
VINCAM OCCUPATIONAL HEALTH SYSTEMS, INC.
PERSONNEL RESOURCES, INC.
VINCAM INSURANCE SERVICES, INC.
VINCAM PRACTICE MANAGEMENT, INC.
AMERICAN PEDIATRIC SYSTEMS, INC.
PSYCH/CARE, INC.
VINCAM/STAFF ADMINISTRATORS, INC.
d/b/a STAFF ADMINISTRATORS, INC.)
VINCAM/STAFF ADMINISTRATORS OF
WESTERN COLORADO,, INC. (d/b/a
STAFF ADMINISTRATORS OF
WESTERN COLORADO, INC.)
STAFF ADMINISTRATORS OF CO, INC.
STAFF ADMINISTRATORS OF CALIFORNIA, INC.
VINCAM/AMSTAFF, INC.
RDM, INC.
AMSTAFF PEO, INC.
AMERICAN STAFFING, INC.
VINCAM/STAFFING NETWORK, INC.
By: /s/ ELIZABETH J. KEELER
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Name: Elizabeth J. Keeler
Title: Vice President
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