EXHIBIT
10.63


 


SECOND AMENDMENT
TO CREDIT AGREEMENT


 


This SECOND AMENDMENT TO CREDIT AGREEMENT
(this “Second Amendment”), dated as of March 30, 2004, is by and
among Spherion Corporation, as borrower (the “Borrower”), each
subsidiary of the Borrower party to the Guaranty Agreement (as defined below),
each of the Lenders signatory hereto (the “Lenders”) and Bank of
America, N.A., as agent for the Lenders (in such capacity, the “Agent”).  Capitalized terms used herein and not
otherwise defined shall have the meaning assigned such term in the Credit
Agreement (as defined below).


 


RECITALS:


 


A.                                   The Borrower, the
Lenders and the Agent are parties to that certain Credit Agreement, dated as of
July 24, 2003 (as amended to the date hereof, the “Credit Agreement”
and as amended by and together with this Second Amendment, and as hereinafter
amended, modified, supplemented, extended or restated from time to time, the “Amended
Agreement”).


 


B.                                     The Guarantors and
the Agent are parties to that certain Guaranty Agreement, dated as of July 24,
2003 (as amended to the date hereof, the “Guaranty Agreement”).


 


C.                                     The parties hereto
have agreed to amend the Credit Agreement as set forth below.


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants hereinafter contained,
the parties hereto agree as follows:


 


SECTION 1.01                                      Amendments
to Credit Agreement.


 


(a)                                  Amendment
to Section 3.5.  Section 3.5(b)
of the Credit Agreement is hereby deleted in its entirety and the following is
hereby substituted in lieu thereof:


 


(b)                                 Repayments
from proceeds of any asset disposition shall be applied as follows:  first, to accrued interest with
respect to the Revolving Loans, second, to pay the principal of the
Revolving Loans, third, to cash collateralize outstanding Letters of Credit,
fourth, to Obligations in respect of the Canadian Facility Guaranty, fifth,
to repay any other outstanding Obligations, and sixth, to the Borrower
or otherwise as directed by a court of competent jurisdiction.


 


(b)                                 Amendments
to Section 3.8.  (i) The second
sentence of Section 3.8 of the Credit Agreement is hereby amended by (A)
deleting the word “seventh” and inserting the word “eighth” in
lieu thereof, (B) adding the following clause immediately before the clause now
beginning “and eighth”:


 





















 


seventh,
to the payment of Obligations in respect of the Canadian Facility Guaranty;


 


(ii)                                  The
second sentence of Section 3.8 of the Credit Agreement is further amended
by deleting clause (i) to the proviso therein in its entirety and substituting
the following in lieu thereof:


 


(i) if any Lender (or its
Affiliate) other than the Bank (or its Affiliates) provides Hedge Agreements to
a Credit Party, such Lender shall report to the Agent the current exposure of
the Credit Parties to such Lender under such Hedge Agreement (and any increase
in such exposure since the last report) on a monthly basis (or less frequently
as may be agreed by the Administrative Agent in writing from time to time) and
whenever requested by the Agent, and


 


(c)                                  Amendments
to Section 7.12.  Section 7.12
of the Credit Agreement is hereby amended by (i) deleting the “and” at the end
of clause (d) thereof, (ii) deleting the period at the end of clause (e)
thereof and adding “; and” in lieu thereof and (iii) adding the following
clause (f) immediately after clause (e) thereof:


 


(f) the
Canadian Facility Guaranty.


 


(d)                                 Amendments
to Section 9.1.


 


(i)                                     Section 9.1
of the Credit Agreement is hereby amended by deleting clause (q) in its
entirety and the following is hereby substituted in lieu thereof:


 


(q) any failure by the
Borrower to make any payment pursuant to the Canadian Facility Guaranty within
five (5) Business Days of the demand therefor; or


 


(r) any
event not described in clauses (a) through (q) above has occurred and is
continuing which has had or would have a Material Adverse Effect.


 


(e)                                  Amendment
to Section 9.2.  Section 9.2(a)(B) of the Credit Agreement is hereby amended by adding the
parenthetical “(other than Obligations arising under the Canadian Facility
Guaranty)” immediately after the word “Obligations” in the first line thereof.


 


(f)                                    Amendment
to Section 12.17.  The last
sentence of Section 12.17 of the Credit Agreement is hereby amended by inserting
the phrase “Canadian Facility Guaranty” between the words “Hedge Agreements,”
and “Bank Products” in the second line thereof.


 


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(g)                                 Amendments
to Annex A to the Credit Agreement.


 


(i)                                     The
following definitions are hereby added to Annex A to the Credit Agreement in
appropriate alphabetical order:


 


“Canadian
Facility Guaranty” means the Guaranty Agreement, dated as of March 30,
2004 by the Borrower in favor of Bank of America, N.A., in respect of the Cdn
$13,000,000 credit facility provided to Spherion Canada by Bank of America,
N.A.


 


“Canadian
Loan Agreement” means the Loan Agreement, dated as of March 30, 2004
between Spherion Canada, as borrower, Bank of America, N.A. (acting through its
Canada branch), as a lender and as agent and the subsidiary guarantors party
thereto.


 


“Spherion
Canada” means 6063721 Canada, Inc., a Canadian corporation and wholly-owned
subsidiary of the Borrower.


 


(ii)                                  The
definition of “Loan Documents” set forth in Annex A to the Credit Agreement is
hereby amended by adding at the end thereof, the following:


 


; provided, however, Loan
Documents shall not include the Canadian Facility Guaranty or any document
giving rise to any obligation thereunder.


 


(iii)                               The
second sentence of the definition of “Obligations” set forth in Annex A to the
Credit Agreement is hereby amended by (A) deleting the “and” at the end of
clause (a) thereof and adding a comma in lieu thereof, (B) deleting the period
at the end of clause (b) thereof and adding “and” in lieu thereof and (C)
adding the following clause (c) immediately after clause (b) thereof:


 


(c)
all debts, liabilities and obligations now or hereafter arising from or in
connection with the Canadian Facility Guaranty; provided, however, such debts,
liabilities and obligations shall be considered Obligations hereunder only for
purposes of enforcement, security and collection and the amount of all such
Obligations under this clause (c) shall be determined solely by reference to
the Canadian Loan Agreement and all documents related thereto.


 


(iv)                              The
definition of “Permitted Intercompany Advances” set forth in Annex A to the
Credit Agreement is hereby amended by (A) deleting the period at the end of
clause (b) thereof and adding “or” in lieu thereof and (B) adding the following
clause (c) immediately after clause (b) thereof:


 


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(c) to
fund payments made in respect of the Canadian Facility Guaranty.


 


SECTION 1.02                                      Representations
and Warranties.  The Borrower hereby
represents and warrants to each Lender and the Agent, on the Second Amendment
Effective Date (as hereinafter defined), as follows:


 


(a)                                  After
giving effect to this amendment, the representations and warranties set forth
in Article 6 of the Credit Agreement, in each other Loan Document and in
the Canadian Facility Guaranty, are true and correct in all material respects
on and as of the date hereof and on and as of the Second Amendment Effective
Date with the same effect as if made on and as of the date hereof or the Second
Amendment Effective Date, as the case may be, except to the extent such
representations and warranties expressly relate solely to an early date.


 


(b)                                 Each
of the Borrower and the other Credit Parties is in compliance with all terms
and conditions of the Credit Agreement and the other Loan Documents on its part
to be observed and performed and no Default or Event of Default has occurred
and is continuing.


 


(c)                                  The
execution, delivery and performance by the Borrower and each other Credit Party
of this Second Amendment has been duly authorized by the Borrower and each
other Credit Party, as applicable and there is no action pending or any
judgment, order or decree in effect which is likely to restrain, prevent or
impose materially adverse conditions upon the performance by the Borrower or
any other Credit Party of its obligations under the Credit Agreement, the other
Loan Documents or the Canadian Facility Guaranty.


 


(d)                                 This
Second Amendment constitutes the legal, valid and binding obligation of each
Credit Party, enforceable against each such Credit Party in accordance with its
terms, except to the extent that enforceability may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization or other similar laws
affecting the enforcement of creditors’ rights or by the effect of general
equitable principles.


 


(e)                                  The
execution, delivery and performance by the Borrower and each other Credit Party
of this Second Amendment do not and will not conflict with, or constitute a
violation or breach of, or result in the imposition of any Lien upon the
property of each Credit Party or any of its Subsidiaries, by reason of the
terms of (i) any contract, mortgage, lease, agreement, indenture, or instrument
to which the Borrower is a party or which is binding upon it, (ii) any
Requirement of Law applicable to any Credit Party or any of its Subsidiaries,
or (iii) the certificate or articles of incorporation or by-laws or the limited
liability company or limited partnership agreement of any Credit Party or any
of its Subsidiaries.


 


SECTION 1.03                                      Effectiveness.  This Second Amendment shall become effective
only upon satisfaction of the following conditions precedent (the first date
upon


 


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which each such condition has
been satisfied being herein called the “Second Amendment Effective Date”):


 


(a)                                  The
Agent shall have received duly executed counterparts of this Second Amendment
which, when taken together, bear the authorized signatures of the Borrower, the
Guarantors, the Agent and the Majority Lenders.


 


(b)                                 The
Agent and the Required Lenders shall be satisfied that the representations and
warranties set forth in Section 1.02 of this Second Amendment are
true and correct on and as of the Second Amendment Effective Date and that no
Default or Event of Default has occurred and is continuing on and as of the Second
Amendment Effective Date.


 


(c)                                  The
Agent shall have received all fees and expenses to be paid by the Borrower
pursuant to Section 1.04 of this Second Amendment.


 


(d)                                 The
Agent shall have received such other documents, legal opinions, instruments and
certificates relating to this Second Amendment as it shall reasonably request
and such other documents, legal opinions, instruments and certificates that
shall be reasonably satisfactory in form and substance to the Agent and the Required
Lenders.  All corporate proceedings taken
or to be taken in connection with this Second Amendment and documents
incidental thereto whether or not referred to herein shall be reasonably
satisfactory in form and substance to the Agent and the Required Lenders.


 


SECTION 1.04                                      Expenses.  The Borrower shall pay all reasonable
out-of-pocket expenses incurred by Agent in connection with the preparation,
negotiation, execution and delivery of this Second Amendment, including, but
not limited to, the reasonable fees and disbursements of counsel to the Agent.


 


SECTION 1.05                                      Cross-References.  References in this Second Amendment to any Section are,
unless otherwise specified, to such Section of this Second Amendment.


 


SECTION 1.06                                      Instrument Pursuant to Credit Agreement.  This Second Amendment is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions of the Credit Agreement.


 


SECTION 1.07                                      Further
Acts.  Each of the parties to this Second
Amendment agrees that at any time and from time to time upon the written
request of any other party, it will execute and deliver such further documents
and do such further acts and things as such other party may reasonably request
in order to effect the purposes of this Second
Amendment.


 


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SECTION 1.08                                      Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial.


 


(a)                                  THIS
SECOND AMENDMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE
PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK; PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.


 


(b)                                 ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SECOND AMENDMENT OR ANY OTHER
LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE
UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND
DELIVERY OF THIS SECOND AMENDMENT, EACH OF THE BORROWER, EACH OTHER CREDIT
PARTY, THE AGENT AND THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH OF THE BORROWER, EACH OTHER CREDIT
PARTY, THE AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS SECOND AMENDMENT
OR ANY DOCUMENT RELATED HERETO. 
NOTWITHSTANDING THE FOREGOING: 
(1) THE AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION
OR PROCEEDING AGAINST THE BORROWER OR ANY OTHER CREDIT PARTY OR THEIR
RESPECTIVE PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION THE AGENT OR THE
LENDERS DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR
OTHER SECURITY FOR THE OBLIGATIONS AND (2) EACH OF THE PARTIES HERETO
ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY
PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE
JURISDICTIONS.


 


(c)                                  THE
BORROWER AND EACH OTHER CREDIT PARTY HEREBY WAIVES PERSONAL SERVICE OF ANY AND
ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY
REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO THE BORROWER AT ITS
ADDRESS SET FORTH IN SECTION 13.8 OF THE CREDIT AGREEMENT AND
SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME
SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS POSTAGE PREPAID.  NOTHING CONTAINED HEREIN SHALL AFFECT THE
RIGHT OF AGENT OR THE LENDERS TO SERVE LEGAL PROCESS BY ANY OTHER MANNER
PERMITTED BY LAW.


 


(d)                                 THE
BORROWER, EACH OTHER CREDIT PARTY, THE LENDERS AND THE AGENT EACH IRREVOCABLY
WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS SECOND AMENDMENT, THE


 


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OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE
BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED
PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT
CLAIMS, OR OTHERWISE.  THE BORROWER, EACH
OTHER CREDIT PARTY, THE LENDERS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR
CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, THE PARTIES
FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY
OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER
PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY OF THIS SECOND AMENDMENT OR THE OTHER LOAN DOCUMENTS OR ANY
PROVISION HEREOF OR THEREOF.  THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.


 


SECTION 1.09                                      Counterparts.  This Second Amendment may be executed in any
number of counterparts and by the different parties hereto in 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.


 


SECTION 1.10                                      Severability.  In case any provision in or obligation under
this Second Amendment or the other Loan Documents shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.


 


SECTION 1.11                                      Benefit of Agreement.  This Second Amendment shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided that the Borrower may not assign or
transfer any of its interest hereunder without the prior written consent of the
Lenders.


 


SECTION 1.12                                      Integration.  This Second Amendment represents the
agreement of the Borrower, the Guarantors, the Agent and each of the Lenders
signatory hereto with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties relative to the subject
matter hereof not expressly set forth or referred to herein or in the other
Loan Documents.


 


SECTION 1.13                                      Confirmation. 
Except as expressly amended by the terms hereof, all of the terms of the
Credit Agreement and the other Loan Documents shall continue in full force and
effect and are hereby ratified and confirmed in all respects.  Each Guarantor ratifies and confirms the
Facility Guaranty as in full force and effect after giving effect to this
Second Amendment.


 


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SECTION 1.14                                      Loan
Documents.  Except as expressly set
forth herein, the amendments provided herein shall not by implication or
otherwise limit, constitute a waiver of, or otherwise affect the rights and
remedies of the Lenders or the Agent under the Amended Agreement or any other
Loan Document, nor shall they constitute a waiver of any Event of Default, nor
shall they alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Amended
Agreement or any other Loan Document. 
Each of the amendments provided herein shall apply and be effective only
with respect to the provisions of the Amended Agreement specifically referred
to by such amendments.  Except as
expressly amended herein, the Amended Agreement and the other Loan Documents
shall continue in full force and effect in accordance with the provisions
thereof.  As used in the Amended
Agreement, the terms “Agreement”, “herein”, “hereinafter”, “hereunder”, “hereto”
and words of similar import shall mean, from and after the date hereof, the Amended
Agreement.


 


[Signature
Pages to Follow]


 


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IN WITNESS WHEREOF, each
of the parties hereto has caused a counterpart of this Second Amendment to be
duly executed and delivered as of the date first above written.


 


	
   

  	
  BORROWER AND GUARANTORS:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark W. Smith

  	
   

  
	
   

  	
  Name: Mark W. Smith

  
	
   

  	
  Title: Senior Vice
  President and CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  ASSESSMENT INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark W. Smith

  	
   

  
	
   

  	
  Name:
  Mark W. Smith

  
	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  ATLANTIC ENTERPRISES LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark W. Smith

  	
   

  
	
   

  	
  Name:
  Mark W. Smith

  
	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  ATLANTIC RESOURCES LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark W. Smith

  	
   

  
	
   

  	
  Name:
  Mark W. Smith

  
	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  ATLANTIC WORKFORCE

  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark W. Smith

  	
   

  
	
   

  	
  Name:
  Mark W. Smith

  
	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  (EUROPE) INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark W. Smith

  	
   

  
	
   

  	
  Name:
  Mark W. Smith

  
	
   

  	
  Title:
  Vice President

  
					



 


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  SPHERION
  FINANCIAL

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark W. Smith

  	
   

  
	
   

  	
  Name:
  Mark W. Smith

  
	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  PACIFIC ENTERPRISES

  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark W. Smith

  	
   

  
	
   

  	
  Name:
  Mark W. Smith

  
	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  PACIFIC RESOURCES

  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark W. Smith

  	
   

  
	
   

  	
  Name:
  Mark W. Smith

  
	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  PACIFIC WORKFORCE

  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark W. Smith

  	
   

  
	
   

  	
  Name:
  Mark W. Smith

  
	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  U.S. INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark W. Smith

  	
   

  
	
   

  	
  Name:
  Mark W. Smith

  
	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORCROSS
  TELESERVICES L.P.

  
	
   

  	
  By:
  Norcross Holdings, LLC, its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark W. Smith

  	
   

  
	
   

  	
  Name:
  Mark W. Smith

  
	
   

  	
  Title:
  Vice President

  



 


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  NORRELL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark W. Smith

  	
   

  
	
   

  	
  Name:
  Mark W. Smith

  
	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORRELL
  TEMPORARY SERVICES,

  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark W. Smith

  	
   

  
	
   

  	
  Name:
  Mark W. Smith

  
	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORRELL
  RESOURCES

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark W. Smith

  	
   

  
	
   

  	
  Name:
  Mark W. Smith

  
	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADMINISTRATIVE AGENT AND

  COLLATERAL AGENT:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,
  as the Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Herdman

  	
   

  
	
   

  	
  Name: Mark Herdman

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Herdman

  	
   

  
	
   

  	
  Name: Mark Herdman

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JP MORGAN CHASE BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dale A. Pensgen

  	
   

  
	
   

  	
  Name: Dale A. Pensgen

  
	
   

  	
  Title: Vice President

  



 


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  THE CIT GROUP/ BUSINESS CREDIT,

  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Arthur R. Cordwell
  Jr.

  	
   

  
	
   

  	
  Name: Arthur R.
  Cordwell Jr.

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC BUSINESS CREDIT (USA) INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jimmy Scwartz

  	
   

  
	
   

  	
  Name: Jimmy Schwartz

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO FOOTHILL, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lan Wong

  	
   

  
	
   

  	
  Name: Lan Wong

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LASALLE BUSINESS CREDIT, LLC, as

  Agent on behalf of Standard Federal Bank

  National Association

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steve Janson

  	
   

  
	
   

  	
  Name: Steve Janson

  
	
   

  	
  Title: Vice President

  



 


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