Exhibit 10.1





Exhibit 10.1



AMENDMENT TO SECURED PROMISSORY NOTE

AND LOAN AND SECURITY AGREEMENT




THIS SECOND AMENDMENT TO SECURED PROMISSORY NOTE AND LOAN AND SECURITY AGREEMENT (the
“Agreement”) is made as of this twenty-third day of November, 2010, by and among TeamStaff
Government Solutions, Inc. a Georgia corporation, d/b/a TeamStaff Government Solutions; d/b/a
TeamStaff Govt Solutions (the “Borrower”), and TeamStaff Inc. (the “Guarantor”) and Presidential
Financial Corporation, a Georgia corporation (the “Lender”).



RECITALS




Pursuant to the Loan and Security Agreement dated July 29, 2010 (“Loan Agreement”), as amended
by the First Amendment to Secured Promissory Note and Loan and Security Agreement (“First
Amendment”) dated August 17, 2010 (“Loan Agreement”), between the Borrower and the Lender, the
Lender agreed to make available to the Borrower a line of credit in accordance with, and subject
to, the provisions of the Loan Agreement. The Borrower’s obligation to repay the line of credit,
with interest and other fees and charges, is evidenced by the Secured Promissory Note dated July
29, 2010, in the principal amount of One Million Five Hundred Thousand and No/100 Dollars
($1,500,000.00) (the “Promissory Note”) as amended by the First Amendment. The indebtedness,
obligations and liabilities of the Borrower under and in connection with the line of credit are
guaranteed by the Guarantor pursuant to the terms of the Corporate Guaranty Agreement dated July
29, 2010, and affirmed on August 17, 2010 executed by the Guarantor (the “Guaranty Agreement”).
The Loan Agreement, Promissory Note, the First Amendment, the Guaranty Agreement, and all documents
now and hereafter executed by the Borrower, the Guarantor or any other party, to evidence, secure,
or guaranty, in connection with the Borrower’s indebtedness and obligation to Lender, are
hereinafter referred to as the “Loan Documents.”



The parties wish to increase the available line of credit to Two Million Five Hundred Thousand
and No/100 Dollars ($2,500,000.00) from One Million Five Hundred Thousand and No/100 Dollars
($1,500,000.00), subject to the terms and conditions of this Agreement.



AGREEMENTS




NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements of
the parties hereinafter set forth, it is hereby mutually agreed as follows:



1. Acknowledgment of Recitals. Each of the parties hereto acknowledges that the above
recitals are true and correct and incorporated herein by reference.



2. Increase in the Line of Credit. The parties agree to increase the line of credit
available to the Borrower under the Loan Documents to Two Million Five Hundred Thousand and No/100
Dollars ($2,500,000.00) from One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00)
and hereby amend the Promissory Note, and the following provision of the Loan Agreement:




“Maximum Loan Amount” means Two Million Five Hundred Thousand and No/100 Dollars
($2,500,000.00).



3. Amendment Fee. In consideration of the amendments set forth herein, Borrower
unconditionally agrees to pay to Lender an amendment fee in the amount of $10,000.00 (the
“Amendment Fee”), which shall be fully earned and payable upon receipt of a fully executed copy of
this Agreement from Borrower and acceptance of this agreement by Lender as set forth in paragraph 9
below. The amendment fee shall not be subject to refund, rebate or proration for any reason
whatsoever, and shall be treated as an Advance and charged to the loan account on the same date of
Effectiveness.


 


 









 





4. Representations and Warranties. In order to induce the Lender to enter into this
Agreement, the Borrower and the Guarantor (collectively the “Obligors”) represent and warrant to
the Lender that consistent with the Obligors’ practices under the Loan Agreement, that as of the
date hereof (a) no event of default exists under the provisions of the Loan Agreement, Promissory
Note or the Guaranty Agreement or other Loan Documents, (b) all of the representations and
warranties of the Obligors in the Loan Documents are true and correct on the date hereof as if the
same were made on the date hereof, (c) the Collateral, as defined in the Loan Agreement, is free
and clear of all assignments, security interest, liens and other encumbrances of any kind and
nature whatsoever, except for those granted or permitted under the provisions of the Loan
Documents, (d) the execution and performance by the Borrower under the Loan Agreement, as amended,
will not (i) violate any provision of law, any order of any court or other agency of government, or
the organizational documents and/or bylaws of Borrower, or (ii) violate any indenture, contract,
agreement or other instrument to which the Borrower is party, or by which its property is bound, or
be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a
default under, any such indenture, or imposition of any lien, charge or encumbrance of any nature
whatsoever upon any of the property or assets of the Borrower, and (e) this Agreement constitutes
the legal, valid and binding obligations of the Obligors enforceable in accordance with its terms,
except its enforceability may be limited by bankruptcy, insolvency or some other laws affecting the
enforcement of creditors rights generally.



5. Ratification and No Novation; Validity of Loan Documents. The Obligors hereby
ratify and confirm all of their obligations, liabilities and indebtedness under the provisions of
the Loan Agreement, the Promissory Note, the Guaranty Agreement and the other Loan Documents, as
the same may be amended and modified by this Agreement, and agrees to pay the indebtedness in
accordance with the terms of the Loan Agreement, as amended and modified by this Agreement. The
Lender and the Obligors each agrees that is their intention that nothing in this Agreement shall be
construed to extinguish, release or discharge or constitute, create or affect a novation of, or an
agreement to extinguish (a) any of the obligations, indebtedness and liabilities of the Obligors,
or any other party under the provisions of the Loan Agreement, the Promissory Note, and such other
Loan Documents, or (b) any assignment or pledge to the Lender of, or any security interest or lien
granted to the Lender in, or on, any Collateral and security for such obligations, indebtedness,
and liabilities. The Lender and the Obligors each agrees that the Lender shall have the absolute
and unconditional right to demand payment of the Promissory Note in Lender’s discretion at any
time, regardless of the existence of any provisions hereof or of any compliance or noncompliance by
Borrower with any such provision. The Obligors agree that all of the provisions of the Loan
Agreement, the Promissory Note, and the other Loan Documents shall remain and continue in full
force and effect, as the same may be modified and amended by this Agreement. In the event of any
conflict between the provisions of this Agreement and the provisions of such other Loan Documents,
the provisions of this Agreement shall control. Obligors have no existing claims, defenses
(personal or otherwise) or rights of setoff whatsoever with respect to the Obligations of the
Obligors under the Loan Documents. Each of the Obligors furthermore agrees that each of them has
no defense, counterclaim, offset, cross-complaint, claim or demand of any nature whatsoever that
can be asserted as a basis to seek affirmative relief and/or damages of any kind from the Lender.


 


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6. Release. Borrower hereby releases Lender and its affiliates and their respective
directors, officers, employees, attorneys and agents and any other Person affiliated with or
representing Lender (the “Released Parties”) from any and all liability arising from acts or
omissions under or pursuant to this Agreement, whether based on errors of judgment or mistake of
law or fact, except for those arising from willful misconduct. In no circumstance will any of the
Released Parties be liable for lost profits or other special or consequential damages. Such
release is made on the date hereof and remade upon each request for an Advance by Borrower.



7. Applicable Law, Binding Effect, etc. This Agreement shall be governed by the laws
of the State of Georgia and may be executed in any number of duplicate originals and counterparts,
each of which, and all taken together, shall constitute one and the same instrument. This
Agreement shall be binding upon, and inure to the benefit of, the Lender, the Borrower, and the
Guarantor and their respective successors, heirs and assigns.



8. Expenses. Borrower hereby agrees to pay all out-of-pocket expense incurred by
Lender in connection with the preparation, negotiation and consummation of this Agreement, and all
other documents related thereto (whether or not any borrowing under the Loan Agreement as amended
shall be consummated), including, without limitation, the fees and expenses of Lender’s counsel.



9. Effectiveness of this Agreement. This Agreement shall not be effective until the
same is executed and accepted by Lender.


 


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IN WITNESS WHEREOF, the Lender, the Borrower, and the Guarantor have caused this Agreement to
be duly executed, under seal, as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	STATE OF NEW JERSEY	 	TEAMSTAFF GOVERNMENT SOLUTIONS, INC.	 	 
	COUNTY OF BURLINGTON	 	D/B/A TEAMSTAFF GOVERNMENT SOLUTIONS;	 	 
	Andrea Welker personally appeared	 	D/B/A TEAMSTAFF GOVT SOLUTIONS	 	 
	and acknowledged before me
	 	 	 	 	 	 
	this 23
day of November, 2010

	 	By:	 	/s/ Andrea Welker	 	 
	/s/ 

	 	 	 	 

Andrea Welker, Authorized Signer
	 	 
	 

Notary                                Seal

	 	 	 	 	 	 
	My commission expires
 ____________ 
	 	GUARANTOR:	 	 
	 
	 	 	 	 	 	 
	 	 	TEAMSTAFF INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Andrea Welker	 	 
	 

	 	 	 	 

Andrea Welker, Controller
	 	 
	 
	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	Presidential Financial Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ 	 	 
	 

	 	 	 	 

Vice President
	 	 







 


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