EXHIBIT
10.64


 


THIRD
AMENDMENT TO CREDIT AGREEMENT


 


This THIRD AMENDMENT TO
CREDIT AGREEMENT (this “Third Amendment”), dated as of July 12, 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 (as defined below) signatory hereto 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 from time to time
party thereto (the “Lenders”) and the Agent are parties to that certain Credit
Agreement, dated as of July 24, 2003, as amended pursuant to that certain First
Amendment to Credit Agreement, Security Agreement, Pledge Agreement and
Guaranty Agreement dated August 27, 2003 and that certain Second Amendment to
Credit Agreement dated March 30, 2004, as further amended by and together with
this Third Amendment and as hereinafter amended, modified, supplemented,
extended or restated from time to time (the “Credit 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 Cover Page.  The cover page of the
Credit Agreement is hereby amended by inserting the words “and as Co-Arranger”
after the words “JPMORGAN CHASE BANK, as Syndication Agent”.


 


(b)           Amendment
to First Recital.  The first recital
in the premises of the Credit Agreement is hereby amended by deleting the
amount “$200,000,000” in the second line thereof and inserting the amount “$250,000,000”
in replacement thereof.


 


(c)           Amendment
to Section 1.1.  Section 1.1 of the
Credit Agreement is hereby amended by deleting the words “$200,000,000, or such
greater amount as may be established pursuant to Section 1.6” in the
second line thereof and inserting the amount “$250,000,000” in replacement
thereof.


 


(d)           Amendments
to Section 1.6.  Section 1.6 of the
Credit Agreement is hereby deleted in its entirety.


 


(e)           Amendment
to Section 7.23.  Section 7.23 of the
Credit Agreement is hereby deleted in its entirety and the following new
Section 7.23 is inserted in replacement thereof:


 





















 


7.23         Minimum
Availability.  The Borrower will at all times maintain
Availability in an amount that equals or exceeds Current Weekly Payroll;
provided, however, if as of the last day of any fiscal month (each a “Calculation
Month”) the Borrower shall not have a Fixed Charge Coverage Ratio for the
Twelve Month Period then ended of at least 1.25 to 1.00 (the “Fixed Charge
Threshold”), the Borrower will maintain Availability in an amount that equals
or exceeds two times Current Weekly Payroll until the end of a Calculation
Month for which the Fixed Charge Threshold for the Twelve Month Period then
ended is met.  In addition, upon delivery
of the annual financial statements required under Section 5.2(a) and the
quarterly financial statements required under 5.2 (b), the Borrower
shall recalculate the Fixed Charge Coverage Ratio for the Twelve Month Period
most recently ended incorporating any adjustments applicable for the Fiscal
Year or fiscal quarter then ended and the Availability requirements set forth
in the immediately preceding sentence shall apply; provided, however,
if the Borrower fails to deliver such financial statements on the date due
(without giving effect to any cure periods set forth in Section 9.1(c)),
the Borrower shall be deemed not to have met the Fixed Charge Threshold until
such time as such financial statements are delivered.


 


(f)            Amendment
to Section 7.25.  Section 7.25 of the
Credit Agreement is hereby deleted in its entirety and the words “[Intentionally
omitted.]” are hereby inserted in replacement thereof.


 


(g)           Amendment
to Section 8.2.  Section 8.2(a)(iv) of the Credit Agreement is hereby amended by deleting
the words “two (2) weeks payroll expense and payroll taxes” in the second line
thereof and inserting the words “Current Weekly Payroll” in replacement
thereof.


 


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


 


(i)          The
definition of “EBITDA” is hereby amended by inserting at the end thereof the
words “, plus one-time cash restructuring charges in an aggregate amount
of up to $9,000,000 incurred during March 2004, to the extent applicable to
such fiscal period”.


 


(ii)         The
definition of “Fixed Charges” set forth in Annex A to the Credit Agreement is
hereby deleted and the following new definition of “Fixed Charges” is inserted
in replacement thereof:


 


“Fixed Charges”
means, with respect to any fiscal period of the Borrower and its Subsidiaries
on a consolidated basis, without duplication, Interest Expense, all scheduled
principal payments and all prepayments (whether optional, by acceleration or
otherwise) of Debt (other than any prepayments of the Obligations or the
Subordinated Notes), all Distributions, Excess Pension Contributions during
such period, and Federal, state, local and foreign income taxes, excluding
deferred taxes.


 


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(iii)        The
definition of “Maximum Revolver Amount” set forth in Annex A to the Credit
Agreement is hereby amended by deleting the dollar amount “$200,000,000”
therein and inserting in replacement thereof the dollar amount “$250,000,000.”


 


(iv)        The
definition of “Stated Termination Date” set forth in Annex A to the Credit
Agreement is hereby amended by deleting the date “July 23, 2007” and inserting
in replacement thereof the date “July 24, 2009.”


 


(v)         The
new defined term “Current Weekly Payroll” set forth below is hereby added to Annex A in alphabetical position:


 


“Current Weekly
Payroll” means the weekly amount of payroll expenses (including salary,
hourly wages, payroll taxes, bonuses and commissions) of the Borrower and its
Subsidiaries other than Foreign Subsidiaries payable during the payroll week
most recently ended prior to the date of determination thereof; provided,
however, that with respect to any such payroll expenses that are paid on a
two-week cycle there shall be included one-half of those payroll expenses for
the two-week cycle most recently ended prior to such date of determination.


 


(i)            Amendment
to Schedule 1.1.  Schedule 1.1 to the
Credit Agreement is hereby deleted in its entirety and replaced with Schedule
1.1 attached hereto as Exhibit A.


 


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


 


(a)           After giving effect to
this Third 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 Third Amendment Effective Date with the
same effect as if made on and as of the date hereof or the Third 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 the other Loan Documents and the Canadian Facility
Guaranty 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 Third
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.


 


3





















 


(d)           This Third 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 Third
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 Third Amendment shall become effective
only upon satisfaction of the following conditions precedent (the first date
upon which each such condition has been satisfied being herein called the “Third
Amendment Effective Date”):


 


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


 


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


 


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


 


SECTION 1.04     Fees
and Expenses.


 


(a)         The
Borrower shall pay to the Agent for the ratable benefit of the Lenders a fee in
connection with this Third Amendment in the aggregate amount of $500,000.


 


(b)         The
Borrower shall pay all reasonable out-of-pocket expenses incurred by Agent in
connection with the preparation, negotiation, execution and delivery of this
Third 


 


4





















 


Amendment, including, but not limited to, the
reasonable fees and disbursements of counsel to the Agent.


 


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


 


SECTION 1.06     Instrument Pursuant to Credit Agreement.  This Third 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
Third 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 Third
Amendment.


 


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


 


(a)           THIS THIRD 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 THIRD 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 THIRD
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 THIRD 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.


 


5





















 


(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 THIRD AMENDMENT, THE 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 THIRD 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 Third 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 Third 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 Third 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.


 


6





















 


SECTION 1.12     Integration.  This Third 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 Third
Amendment.


 


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 Credit 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 Credit
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 Credit Agreement specifically referred to
by such amendments.  Except as expressly
amended herein, the Credit Agreement and the other Loan Documents shall
continue in full force and effect in accordance with the provisions
thereof.  As used in the Credit
Agreement, the terms “Agreement”, “herein”, “hereinafter”, “hereunder”, “hereto”
and words of similar import shall mean, from and after the date hereof, the
Credit Agreement.


 


(Signature Pages Follow)


 


7





















 


IN WITNESS WHEREOF, each
of the parties hereto has caused a counterpart of this Third 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

  



 


8





















 


	
   

  	
  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

  



 


9





















 


	
   

  	
  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

  



 


10





















 


	
   

  	
  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 Schwartz

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PNC BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ William P. Dyer IV

  	
   

  
	
   

  	
  Name: William P. Dyer
  IV

  
	
   

  	
  Title: Vice President

  
								



 


11





















 


EXHIBIT A TO THIRD AMENDMENT


 


 


SCHEDULE 1.1


 


COMMITMENTS


 




	
  Lender

  	
   

  	
  Revolving Loan 

  Commitment

  	
   

  	
  Pro Rata Share

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (3 decimals)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank of America,
  N.A.

  	
   

  	
  $

  	
  56,250,000

  	
   

  	
  22.500

  	
  %

  
	
  JP Morgan Chase
  Bank

  	
   

  	
  $

  	
  45,000,000

  	
   

  	
  18.000

  	
  %

  
	
  The CIT
  Group/Business Credit, Inc.

  	
   

  	
  $

  	
  42,500,000

  	
   

  	
  17.000

  	
  %

  
	
  Wells Fargo
  Foothill, LLC

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
  12.000

  	
  %

  
	
  HSBC Business
  Credit (USA) Inc.

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
  12.000

  	
  %

  
	
  LaSalle Business
  Credit, LLC

  	
   

  	
  $

  	
  26,250,000

  	
   

  	
  10.500

  	
  %

  
	
  PNC Bank, N.A.

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
  8.000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  






 


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