com_10q630ex101.htm


    

      Exhibit
        10.1

       

       

      EXECUTION
        COPY

      
        


      

      CONSENT
        AND AMENDMENT NO. 7 TO

      REVOLVING
        CREDIT AND SECURITY AGREEMENT

       

      among

       

      CIT
        SOUTHEAST, INC.,

      UNIFORCE
        SERVICES, INC.,

      BRENTWOOD
        OF CANADA, INC.,

      BRENTWOOD
        SERVICE GROUP, INC.,

      CLINICAL
        LABFORCE OF AMERICA, INC.,

      COMFORCE
        INFORMATION TECHNOLOGIES, INC.,

      COMFORCE
        TECHNICAL, LLC,

      COMFORCE
        TECHNICAL SERVICES, INC.,

      COMFORCE
        TELECOM, INC.,

      CTS
        OF WASHINGTON, LLC,

      GERRI
        G., INC.,

      LABFORCE
        SERVICES OF AMERICA, INC.,

      PRO
        CLINICAL SUPPORT SERVICES, LLC,

      PRO
        UNLIMITED GLOBAL LTD,

      PRO
        UNLIMITED GLOBAL (HK) LIMITED,

      PRO
        UNLIMITED GLOBAL JAPAN, LTD

      a/k/a
        PRO UNLIMITED GLOBAL JAPAN, YK,

      PRO
        UNLIMITED, INC.,

      PRO
        UNLIMITED MPS, INC.,

      TEMPORARY
        HELP INDUSTRY SERVICING COMPANY,
        INC.,

      UNIFORCE
        STAFFING SERVICES, INC.,

      SUMTEC
        CORPORATION,

      THISCO
        OF CANADA, INC.,

      CTS
        GLOBAL, INC.

      (as
        Borrowers)

       

      and

       

      COMFORCE
        OPERATING, INC.

      (as
        Borrowing Agent)

       

      and

       

      COMFORCE
        CORPORATION

      (as
        Guarantor)

       

      and

       

      PNC
        BANK, NATIONAL ASSOCIATION

      (as
        Administrative Agent and Lender)

       

      and

       

      THE
        OTHER LENDERS PARTY HERETO

      


      as
        of May 24, 2007

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXECUTION
        COPY

      


       

      CONSENT
        AND AMENDMENT NO. 7 TO CREDIT
        AGREEMENT

       

      This
        Consent and Amendment No. 7 to Credit Agreement (this
“Amendment”) is executed and delivered by the undersigned as of May 24,
        2007.  Reference is hereby made to the Revolving Credit and Security
        Agreement, dated as of June 25, 2003, as amended, among COMFORCE Operating,
        Inc., as Borrowing Agent (in such capacity, “Borrowing Agent”), the
        Borrowers named therein, COMFORCE Corporation, a Delaware corporation, as
        guarantor, Merrill Lynch Capital, a Division of Merrill Lynch Business Financial
        Services Inc., and JPMorgan Chase Bank, N.A., as Co-Syndication Agents for
        the
        Lenders and as Lenders, Webster Business Credit Corporation, as Documentation
        Agent for the Lenders and as Lender, the other financial institutions which
        hereafter become a party thereto (the “Lenders”), and PNC Bank, National
        Association, as Administrative Agent for the Lenders (in such capacity,
“Administrative Agent”) and as Lender (as the same may be from time to
        time further amended, extended, restated, supplemented or otherwise modified,
        the “Credit Agreement”).  Capitalized terms used, but not
        defined herein, shall have the meanings ascribed to them in the Credit
        Agreement.

       

      WHEREAS,
        COMFORCE Corporation and COMFORCE Operating Inc. desire to
        purchase an unspecified number of shares of the common stock of Holdings;

      


      WHEREAS,
        Borrowers have requested that Agent enter into this
        Amendment and consent to the purchase of the common stock of Holdings as
        more
        particularly described below; and

       

      WHEREAS,
        the Borrowers have requested that the Lenders amend the
        Credit Agreement as set forth below.

       

      NOW
        THEREFORE, in consideration of the foregoing and for other
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        parties hereto, intending to be legally bound, hereby agree as follows:

       

      I.           AMENDMENT

       

      Section
        7.6 of the Credit Agreement is hereby amended and restated in
        its entirety as follows:

       

      “Section
        7.6.  Capital
        Expenditures.  Contract for, purchase or make any expenditure or
        commitments for fixed or capital assets (including capitalized leases) in
        any
        fiscal year in an aggregate amount for all Borrowers in excess of
        $6,000,000.”

       

      II.           CONSENT

       

      A.           Notwithstanding
        Section 4.15(h) of the Credit Agreement to the contrary, the Lenders hereby
        consent to the deposit by Borrowers of funds held at its Citibank, N.A. checking
        account in offshore overnight sweep accounts at the direction of Citibank,
        N.A.;
        provided that such funds are immediately deposited back into accounts that
        are
        Blocked Accounts each morning.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      B.           Notwithstanding
        Section 7.4 of the Credit Agreement to the contrary, the Lenders hereby consent
        to the purchase of shares of the common stock of Holdings in one or more
        transactions made at or near the market price for such shares for a purchase
        price not to exceed $4,000,000 (the “Purchase Price”) in the aggregate
        (the “Purchase”).  The requirements of clauses (a)(i) and (c)
        of Section 7.19 of the Credit Agreement shall apply to the Purchase
mutatismutandis, and the Purchase Price shall reduce the
        Redemption Allowance permitted for calendar year 2007.

       

      III.           CONDITIONS
        PRECEDENT

       

      The
        effectiveness of this Amendment is subject to the satisfaction of
        each of the following conditions:

       

      A.           Borrowers
        shall have delivered to Agent a fully executed original of this Amendment.

       

      B.           The
        representations and warranties in Section IV hereof shall be true and
        correct as of the date hereof and after giving effect to each of the
        transactions contemplated hereby.

       

      C.           Borrowers
        shall have delivered to Agent contemporaneous notification of each Purchase,
        including purchase price and number of shares purchased.

       

      IV.           REPRESENTATIONS
        AND WARRANTIES

       

      Borrowers
        hereby represent and warrant to the Lenders and Agent as
        follows:

       

      A.           The
        execution, delivery and performance by Borrowers of this Amendment and the
        transactions contemplated hereby (a) are within each Borrower’s corporate or
        limited liability company power; (b) have been duly authorized by all corporate
        or limited liability company or other necessary action; (c) are not in
        contravention of any provision of any such Person’s certificate of incorporation
        or formation, operating agreement, bylaws or other documents of organization;
        (d) do not violate any law or regulation, or any order or decree of any
        Governmental Body; (e) do not conflict with or result in the breach or
        termination of, constitute a default under or accelerate any performance
        required by, any indenture, mortgage, deed of trust, lease, agreement or
        other
        instrument to which such party is a party or by which such party or any of
        its
        respective property is bound; (f) do not result in the creation or imposition
        of
        any Lien upon any Borrower’s property or any property of such Borrower’s
        respective Subsidiaries (other than Liens in favor of Agent) and (g) do not
        require the consent or approval of any Governmental Body or any other
        Person.

       

      B.           This
        Amendment has been duly executed and delivered by each Borrower and constitutes
        the legal, valid and binding obligation of such Person, enforceable against
        each
        such Person in accordance with its terms except as the enforceability hereof
        may
        be limited by bankruptcy, insolvency, reorganization, moratorium and other
        laws
        affecting creditors’ rights and remedies in general.

       

      C.           Each
        representation and warranty of each Borrower contained in the Credit Agreement
        and the Other Documents is true and correct on the date hereof in all
        material

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      respects
        and will be true and correct in all material respects as if
        made immediately after giving effect to this Amendment (except to the extent
        such representation or warranty relates to an earlier date, in which case
        such
        representation and warranty is true and correct in all material respects
        on and
        as of such earlier date).

       

      D.           No
        Default or Event of Default has occurred and is continuing.

       

      V.           MISCELLANEOUS

       

      A.           Each
        Borrower acknowledges and confirms to Agent and the Lenders that the Credit
        Agreement and each Other Document to which it is a party shall remain in
        full
        force and shall continue to evidence, secure or otherwise guarantee and support
        the obligations owing by Borrowers to Agent and Lenders pursuant thereto
        and
        pursuant to the Notes, and, after giving effect to this Amendment, each Borrower
        hereby ratifies and affirms each of the foregoing documents to which it is
        a
        party.

       

      B.           Each
        Borrower acknowledges and reaffirms to Agent and the Lenders that (i) the
        Liens
        granted to Agent for the benefit of the Lenders under the Credit Agreement
        and
        the Other Documents remain in full force and effect and shall continue to
        secure
        the obligations of Borrowers arising under the Credit Agreement, and the
        Other
        Documents, and (ii) the validity, perfection or priority of the Liens will
        not
        be impaired by the execution and delivery of this Amendment.

       

      C.           Each
        Borrower acknowledges and agrees that no Lender has waived or shall be deemed
        to
        have waived any of its rights or remedies under the Credit Agreement or any
        of
        the Other Documents which documents shall remain in full force and effect
        in
        accordance with their terms.

       

      D.           Borrowers
        shall promptly pay to Agent all costs and expenses including, without
        limitation, reasonable attorneys’ fees and disbursements incurred by Agent on
        its behalf or on behalf of the Lenders in connection herewith, which amount
        may
        be charged to Borrowers’ Account and shall be part of the Obligations.

       

      E.           This
        Amendment is limited to the subject matter hereof and may be executed in
        any
        number of counterparts, including by telecopy, and by the various parties
        hereto
        on separate counterparts, each of which when so executed and delivered shall
        be
        an original, but all of which shall together constitute one and the same
        instrument.

       

      E.           THIS
        AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
        CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE INTERNAL LAWS OF THE
        STATE
        OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND SHALL
        BE
        BINDING UPON AND INURE TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE
        PARTIES HERETO.

       

       

      *          *          *

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF, each of the parties hereto, by
        their officers duly authorized, has executed this Amendment as of the date
        first
        above written.

       

      
        	 	
                COMFORCE
                  OPERATING, INC., as Borrowing Agent, Pledgor and
                  Guarantor

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                UNIFORCE
                  SERVICES, INC.,

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                BRENTWOOD
                  OF CANADA, INC.

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                BRENTWOOD
                  SERVICE GROUP, INC.

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                CIT
                  SOUTHEAST, INC.

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                COMFORCE
                  TECHNICAL, LLC

              
	 	
                By:
                  COMFORCE Technical Services, Inc., Its Sole
                  Member

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 


      

       

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
 

      
        	 	
                COMFORCE
                  INFORMATION TECHNOLOGIES, INC.

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                PRO
                  UNLIMITED MPS, INC.

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                COMFORCE
                  TECHNICAL SERVICES, INC.

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                COMFORCE
                  TELECOM, INC.

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                GERRI
                  G., INC.

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                CLINICAL
                  LABFORCE OF AMERICA, INC.

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 	 
	 	 
	 	 


      

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      
        	 	
                LABFORCE
                  SERVICES OF AMERICA, INC.

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                PRO
                  UNLIMITED, INC.

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                TEMPORARY
                  HELP INDUSTRY SERVICING COMPANY, INC.

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                UNIFORCE
                  STAFFING SERVICES, INC.

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                SUMTEC
                  CORPORATION

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 


      

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      
        	 	
                THISCO
                  OF CANADA, INC.

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                CTS
                  OF WASHINGTON, LLC

              
	 	
                By:
                  COMFORCE Technical Services, Inc., Its Sole
                  Member

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                PRO
                  CLINICAL SUPPORT SERVICES, LLC

              
	 	
                By:
                  PrO Unlimited, Inc., Its Sole Member

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                PRO
                  UNLIMITED GLOBAL LTD. a/k/a PRO UNLIMITED GLOBAL JAPAN,
                  YK

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                PRO
                  UNLIMITED GLOBAL JAPAN, LTD.

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 
	 	
                PRO
                  UNLIMITED GLOBAL (HK)LIMITED

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 
	 	 


      

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      
        	 	 	
                CTS
                  GLOBAL, INC.

              
	 	 	 	 
	 	 	
                By:

              	 
	 	 	 	
                Name:

              
	 	 	 	
                Title:

              
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                Consented
                  and Agreed to:

              
	
                COMFORCE
                  CORPORATION, as Guarantor

              	
              
	 	 	 	 
	
                By:

              	
                 

              	
                 

              	 
	 	
                
                  Name:

                

              	 	
                 

              
	 	
                Title:

              	 	
                 

              
	 	 	 	 
	 	 	 	 


      

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      
        	 	
                PNC
                  BANK, NATIONAL ASSOCIATION, as Administrative Agent and as
                  Lender

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	 
	 	 
	 	
                JPMORGAN
                  CHASE BANK, N.A., as Co-Syndication Agent and
                  Lender

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	 
	 	 
	 	
                MERRILL
                  LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS
                  FINANCIAL SERVICES INC., as Co-Syndication Agent and Lender

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	 
	 	 	 
	 	
                WEBSTER
                  BUSINESS CREDIT CORPORATION, as Documentation Agent and
                  Lender

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name: