exv10w20



 







Exhibit 10.20




FIFTH AMENDED AND RESTATED REVOLVING NOTE




	 	 	 
	$15,000,000
	 	Denver, Colorado

July 24, 2006






     For value received, each of the undersigned, GLOBAL EMPLOYMENT SOLUTIONS, INC., a Colorado
corporation (“Global”), EXCELL PERSONNEL SERVICES CORPORATION, an Illinois corporation (“Excell”),
FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC., a New York corporation (“Friendly”), TEMPORARY
PLACEMENT SERVICE, INC., f/k/a Michaels & Associates, Inc. and successor by merger to Temporary
Placement Service, Inc., a Georgia corporation (“TPS”), SOUTHEASTERN STAFFING, INC., a Florida
corporation (“Southeastern”), SOUTHEASTERN PERSONNEL MANAGEMENT, INC., a Florida corporation
(“SPM”), MAIN LINE PERSONNEL SERVICES, INC., a Pennsylvania corporation (“Main Line”), BAY HR,
INC., a Florida corporation (“BHR”) SOUTHEASTERN GEORGIA HR, INC., a Georgia corporation (“SGHR”),
SOUTHEASTERN STAFFING II, INC., a Florida corporation (“SEII”), SOUTHEASTERN STAFFING III, INC., a
Florida corporation (“SEIII”), SOUTHEASTERN STAFFING IV, INC., a Florida corporation (“SEIV”),
SOUTHEASTERN STAFFING V, INC., a Florida corporation (“SEV”), and SOUTHEASTERN STAFFING VI, INC., a
Florida corporation (“SEVI”) (Global, Excell, Friendly, TPS, Southeastern, SPM, Main Line, BHR,
SGHR, SEII, SEIII, SEIV, SEV and SEVI each a “Borrower” and collectively, the “Borrowers”), hereby
jointly and severally promises to pay on the Termination Date under the Credit Agreement (defined
below), to the order of WELLS FARGO BANK, N.A. (the “Lender”), acting through its WELLS FARGO
BUSINESS CREDIT operating division, at its main office in Denver, Colorado, or at any other place
designated at any time by the holder hereof, in lawful money of the United States of America and in
immediately available funds, the principal sum of FIFTEEN MILLION DOLLARS ($15,000,000) or, if
less, the aggregate unpaid principal amount of all Revolving Advances made by the Lender to the
Borrowers under the Credit Agreement (defined below) together with interest on the principal amount
hereunder remaining unpaid from time to time, computed on the basis of the actual number of days
elapsed and a 360-day year, from the date hereof until this Fifth Amended and Restated Revolving
Note is fully paid at the rate from time to time in effect under the Amended and Restated Credit
and Security Agreement dated the same date as this Fifth Amended and Restated Revolving Note (as
the same has been and may be amended or otherwise modified from time to time, the “Credit
Agreement”) by and among the Lender and the Borrowers. The principal hereof and interest accruing
thereon shall be due and payable as provided in the Credit Agreement. This Fifth Amended and
Restated Revolving Note may be prepaid only in accordance with the Credit Agreement.



     This Fifth Amended and Restated Revolving Note is issued in replacement of and in substitution for,
but not in repayment of, the Revolving Note dated as of March 7, 2002, payable to the order of the
Lender in the original principal amount of $7,500,000, as amended and restated by the Amended and
Restated Revolving Note dated as of June 26, 2003, the Second Amended and Restated Revolving Note
dated as of August 31, 2004, payable to the order of the Lender in the original principal amount of
$7,500,000, the Third Amended and Restated Revolving Note dated as of January 31, 2005, payable to
the order of the Lender in the original



 









 







principal amount of $10,000,000 and the Fourth Amended and Restated Revolving Note dated as of
March 31, 2006, payable to the order of the Lender in the original principal amount of $15,000,000,
and is issued pursuant to, and is subject to, the Credit Agreement, which provides, among other
things, for acceleration hereof. This Fifth Amended and Restated Revolving Note is the Revolving
Note referred to in the Credit Agreement. This Fifth Amended and Restated Revolving Note is
secured, among other things, pursuant to the Credit Agreement and the Security Documents as therein
defined, and may now or hereafter be secured by one or more other security agreements, mortgages,
deeds of trust, assignments or other instruments or agreements. The obligations of the Borrowers
hereunder are joint and several.



     The Borrowers shall pay all costs of collection, including reasonable attorneys’ fees and
legal expenses if this Fifth Amended and Restated Revolving Note is not paid when due, whether or
not legal proceedings are commenced.



     Presentment or other demand for payment, notice of dishonor and protest are expressly waived.



	 	 	 	 	 	 	 
	GLOBAL EMPLOYMENT SOLUTIONS,	 	EXCELL PERSONNEL SERVICES
	INC.	 	CORPORATION
	 
	 	 	 	 	 	 
	By:

	 	/s/ Howard Brill
	 	By:
	 	/s/ Howard Brill
	 

	 	 
	 	 	 	 
	Name:

	 	Howard Brill
	 	Name:
	 	Howard Brill
	Its:

	 	Chief Executive Officer and President
	 	Its:
	 	Executive Vice President
	 
	 	 	 	 	 	 
	FRIENDLY ADVANCED SOFTWARE	 	TEMPORARY PLACEMENT SERVICE,
	TECHNOLOGY, INC.	 	INC., f/k/a Michael & Associates, Inc. and
	 	 	 	 	successor by merger to Temporary
	 	 	 	 	Placement Service, Inc.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Howard Brill
	 	By:
	 	/s/ Howard Brill
	 

	 	 
	 	 	 	 
	Name:

	 	Howard Brill
	 	Name:
	 	Howard Brill
	Its:

	 	Executive Vice President
	 	Its:
	 	Executive Vice President
	 
	 	 	 	 	 	 
	SOUTHEASTERN STAFFING, INC.	 	SOUTHEASTERN GEORGIA HR, INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Howard Brill
	 	By:
	 	/s/ Howard Brill
	 

	 	 
	 	 	 	 
	Name:

	 	Howard Brill
	 	Name:
	 	Howard Brill
	Its:

	 	Executive Vice President
	 	Its:
	 	Executive Vice President
	 
	 	 	 	 	 	 
	SOUTHEASTERN PERSONNEL	 	MAIN LINE PERSONNEL SERVICES,
	MANAGEMENT, INC.	 	INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Howard Brill
	 	By:
	 	/s/ Howard Brill
	 

	 	 
	 	 	 	 
	Name:

	 	Howard Brill
	 	Name:
	 	Howard Brill
	Its:

	 	Executive Vice President
	 	Its:
	 	Executive Vice President






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	BAY HR, INC.	 	SOUTHEASTERN STAFFING II, INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Howard Brill
	 	By:
	 	/s/ Howard Brill
	 

	 	 
	 	 	 	 
	Name:

	 	Howard Brill
	 	Name:
	 	Howard Brill
	Its:

	 	Executive Vice President
	 	Its:
	 	Executive Vice President
	 
	 	 	 	 	 	 
	(SEAL)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SOUTHEASTERN STAFFING III, INC.	 	SOUTHEASTERN STAFFING IV, INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Howard Brill
	 	By:
	 	/s/ Howard Brill
	 

	 	 
	 	 	 	 
	Name:

	 	Howard Brill
	 	Name:
	 	Howard Brill
	Its:

	 	Executive Vice President
	 	Its:
	 	Executive Vice President
	 
	 	 	 	 	 	 
	SOUTHEASTERN STAFFING V, INC.	 	SOUTHEASTERN STAFFING VI, INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Howard Brill
	 	By:
	 	/s/ Howard Brill
	 

	 	 
	 	 	 	 
	Name:

	 	Howard Brill
	 	Name:
	 	Howard Brill
	Its:

	 	Executive Vice President
	 	Its:
	 	Executive Vice President







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