Exhibit 10.75


 


EXECUTION COPY


 


FIFTH AMENDMENT TO CREDIT AGREEMENT


 


This
FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 6, 2005, 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 terms 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, that certain Second Amendment to Credit Agreement dated March 30,
2004, that certain Third Amendment to Credit Agreement dated July 12, 2004
and that certain Fourth Amendment to
Credit  Agreement dated July 29,
2005, as further amended by and together with this Fifth 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             Amendment to
Credit Agreement. The definition of “Applicable
Margin” in Annex A to the Credit Agreement is hereby deleted and the following new
definition is inserted in replacement thereof:


 


“Applicable
Margin” means, effective as of August 1,  2005,


 


(i)            with respect to Base Rate
Loans and all other Obligations (other than LIBOR Loans), -.250%;


 


(ii)           with respect to LIBOR Loans,
1.25%; and


 


(iii)          with respect to the Unused
Line Fee, .375%


 


The Applicable Margins shall be adjusted (up or
down) prospectively on a quarterly basis as determined by the Average Daily
Availability for the fiscal quarter most recently ended, commencing with the  first day of
the first calendar month that occurs more than 5 days after delivery of the
Borrower’s quarterly Financial Statements to Lenders for the fiscal quarter ending


 

















 


December 26,
2005 (the “Initial Adjustment Date”). Adjustments in Applicable Margins shall
be determined by reference to the following grids:


 


	
  If Average Daily

  Availability is:

  	
   

  	
  Level of

  Applicable Margins:

  
	
  >
  Greater than

  $175,000,000

  	
   

  	
  Level
  I

  
	
   

  	
   

  	
   

  
	
  Greater
  than

  $125,000,000 but  less 

  than or equal to

  $175,000,000

  	
   

  	
  Level
  II

  
	
   

  	
   

  	
   

  
	
  Greater
  than 

  $75,000,000 but less 

  than or equal to

  $125,000,000

  	
   

  	
  Level
  III

  
	
   

  	
   

  	
   

  
	
  Greater
  than

  $25,000,000 but less

  than or equal to

  $75,000,000

  	
   

  	
  Level
  IV

  
	
   

  	
   

  	
   

  
	
  Less
  than or equal to

  $25,000,000

  	
   

  	
  Level
  V

  



 


Low to High


 


	
   

  	
   

  	
  Applicable Margins 

  	
   

  
	
   

  	
   

  	
  Level
  I

  	
   

  	
  Level II

  	
   

  	
  Level III

  	
   

  	
  Level IV

  	
   

  	
  Level V

  	
   

  
	
  Base
  Rate Loans

  	
   

  	
  -.250

  	
  %

  	
  .000

  	
  %

  	
  .000

  	
  %

  	
  .000

  	
  %

  	
  .250

  	
  %

  
	
  LIBOR
  Loans

  	
   

  	
  1.25

  	
  %

  	
  1.50

  	
  %

  	
  1.75

  	
  %

  	
  2.00

  	
  %

  	
  2.25

  	
  %

  
	
  Unused
  Line Fee

  	
   

  	
  .375

  	
  %

  	
  .375

  	
  %

  	
  .300

  	
  %

  	
  .250

  	
  %

  	
  .250

  	
  %

  



 


All  adjustments in the
Applicable Margins after the Initial Adjustment Date shall be implemented
quarterly on a prospective basis, for each calendar month commencing at least 5
days after the date of delivery to the Lenders of quarterly unaudited or annual
audited (as applicable) Financial Statements evidencing the need for an
adjustment. Concurrently with the delivery of those Financial Statements, the
Borrower shall deliver to the Agent and the Lenders a certificate, signed by a
Responsible Officer, setting forth in reasonable detail the basis for the
continuance of, or any change in, the Applicable Margins. Failure to timely
deliver such Financial Statements shall, in addition to any other remedy
provided for in this Agreement, result in an increase in the Applicable Margins
to the highest level set forth in the foregoing grid, until the first day of
the first calendar month following the delivery of those Financial Statements
demonstrating that such an increase is not required. If a Default or Event of
Default has occurred and is continuing at the time any reduction in the
Applicable Margins is to be implemented, no reduction may occur until the first
day of the


 


2

















 


first
calendar month following the date on which such Default or Event of Default is
waived or cured.


 


SECTION 1.02           Representations
and Warranties. The Borrower hereby represents and warrants to each Lender
and the Agent, on the 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 Amendment Effective Date with the same
effect as if made on and as of the date hereof or the 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
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 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
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 Amendment shall become effective on the date (the  “Amendment Effective Date”)
that the Agent shall have received duly executed counterparts of this Amendment
which, when taken together, bear the authorized signatures of the Borrower, the
Guarantors, the Agent and each of the Lenders.


 


3

















 


SECTION 1.04             Cross-References.
References in this Amendment to any Section are, unless otherwise specified, to
such Section of this Amendment.


 


SECTION 1.05             Instrument
Pursuant to Credit Agreement. This 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 1.06             Further
Acts. Each of the parties to this 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
Amendment.


 


SECTION 1.07             Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial.  


 


(a)           THIS 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 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 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 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


 


4

















 


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 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 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 1.08             Counterparts. This 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 1.09             Severability. In case any
provision in or obligation under this 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 1.10             Benefit of Agreement. This 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 1.11             Integration. This
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


 


5

















 


relative
to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.


 


SECTION 1.12             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 Amendment.


 


SECTION 1.13             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.


 


SECTION 1.14             Arranger. The parties
hereto acknowledge that BAS has acted as sole lead arranger and book manager in
connection with the transactions contemplated by this Amendment, but that BAS
shall not have any further responsibilities
under the Credit Agreement or any of the other Loan Documents.


 


(Signature Pages Follow)


 


6

















 


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


 


	
   

  	
  BORROWER AND GUARANTORS: 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James W. Williamson

  
	
   

  	
  Name:

  	
  James
  W. Williamson

  
	
   

  	
  Title:

  	
  Vice
  President Risk Management

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  ASSESSMENT INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James W. Williamson

  
	
   

  	
  Name:

  	
  James
  W. Williamson

  
	
   

  	
  Title:

  	
  Vice
  President Risk Management

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  ATLANTIC ENTERPRISES LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James W. Williamson

  
	
   

  	
  Name:

  	
  James
  W. Williamson

  
	
   

  	
  Title:

  	
  Vice
  President Risk Management

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  ATLANTIC RESOURCES LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James W. Williamson

  
	
   

  	
  Name:

  	
  James
  W. Williamson

  
	
   

  	
  Title:

  	
  Vice
  President Risk Management

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  ATLANTIC WORKFORCE

  
	
   

  	
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James W. Williamson

  
	
   

  	
  Name:

  	
  James
  W. Williamson

  
	
   

  	
  Title:

  	
  Vice
  President Risk Management

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  (EUROPE) INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James W. Williamson

  
	
   

  	
  Name:

  	
  James
  W. Williamson

  
	
   

  	
  Title:

  	
  Vice
  President Risk Management

  
								



 


7

















 


	
   

  	
  SPHERION
  FINANCIAL 

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James W. Williamson

  
	
   

  	
  Name:

  	
  James
  W. Williamson

  
	
   

  	
  Title:

  	
  Vice
  President Risk Management

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  PACIFIC ENTERPRISES

  
	
   

  	
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James W. Williamson

  
	
   

  	
  Name:

  	
  James
  W. Williamson

  
	
   

  	
  Title:

  	
  Vice
  President Risk Management

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  PACIFIC RESOURCES

  
	
   

  	
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James W. Williamson

  
	
   

  	
  Name:

  	
  James
  W. Williamson

  
	
   

  	
  Title:

  	
  Vice
  President Risk Management

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  PACIFIC WORKFORCE

  
	
   

  	
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James W. Williamson

  
	
   

  	
  Name:

  	
  James
  W. Williamson

  
	
   

  	
  Title:

  	
  Vice
  President Risk Management

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION
  U.S. INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James W. Williamson

  
	
   

  	
  Name:

  	
  James
  W. Williamson

  
	
   

  	
  Title:

  	
  Vice
  President Risk Management

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORCROSS
  TELESERVICES L.P.

  
	
   

  	
  By:
    Norcross Holdings, LLC, its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James W. Williamson

  
	
   

  	
  Name:

  	
  James
  W. Williamson

  
	
   

  	
  Title:

  	
  Vice
  President Risk Management

  
											



 


8

















 


	
   

  	
  NORRELL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James W. Williamson

  
	
   

  	
  Name:

  	
  James
  W. Williamson

  
	
   

  	
  Title:

  	
  Vice
  President Risk Management

  
	
   

  	
   

  
					



 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A.

  
	
   

  	
  (formerly
  known as JPMORGAN CHASE

  
	
   

  	
  BANK)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John M. Hariaczyi

  
	
   

  	
  Name:

  	
  John
  M. Hariaczyi

  
	
   

  	
  Title:

  	
  Vice
  President

  
							



 


9














 


	
  STATE OF 

  	
    Georgia

  	
  )

  
	
   

  	
  )  SS:

  
	
  COUNTY OF 

  	
    Fulton

  	
  )

  
				



 


AFFIDAVIT OF OUT-OF-STATE EXECUTION AND
DELIVERY


 


I,
James W. Williamson, the undersigned affiant, being first duly sworn
upon my oath, did hereby depose and say:


 


1.             That on the 8th day of September, 2005, I executed
that certain Fifth Amendment to Credit Agreement dated as of September 6th, 2005 (the “Amendment”), by
and among Spherion Corporation, as borrower (the “Borrower”), each of the
lenders signatory thereto (collectively, the “Lenders”). Bank of America, N.A.,
as agent for the Lenders and each Subsidiary of the Borrower party to the
Guaranty Agreement dated as of July 24, 2003 (the “Transaction Document”).


 


2.             That the execution
of the Transaction Document took place in the State of Georgia and County of Fulton.


 


3.             That on this date,
the Transaction Documents were sent to Mark Herdman at Bank of America Business Capital, 300
Galleria Parkway, Atlanta, GA.


 


FURTHER AFFIANTS SAYETH NOT.


 


	
  AFFIANT:

  	
  /s/ James W. Williamson

  	
   

  
	
   

  	
  Name: James W. Williamson

  	
   

  



 


Sworn to and
subscribed before me this 8th day of September, 2005, by James W. Williamson who
personally appeared before me and is personally known to me.


 


	
   

  	
  Notary:

  	
   /s/ Victoria V. Williams

  
	
   

  	
  Print Name:  Victoria V. Williams

  
	
   

  	
  Notary Public, State of Georgia, DeKalb County

  
	
   

  	
  My commission expires:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Victoria V. Williams

  
	
   

  	
  Notary Public, DeKalb County, Georgia

  
	
   

  	
  My Commission Expires April 18, 2009

  



 

















 


	
   

  	
  THE CIT
  GROUP/ BUSINESS CREDIT,

  INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Steven Schuit

  	 

	
   

  	
  Name:

  	
  Steven Schuit

  	 

	
   

  	
  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:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  



 


	
   

  	
  PNC BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William P. Dyer

  
	
   

  	
  Name:

  	
  William P. Dyer

  	 

	
   

  	
  Title:

  	
  Vice-President

  



 


10