THE LEGAL, VALID AND BINDING
OBLIGATION OF THE APPLICABLE CREDIT PARTY, ENFORCEABLE AGAINST SUCH CREDIT PARTY
IN ACCORDANCE WITH THEIR TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY
APPLICABLE BANKRUPTCY, REORGANIZATION, MORATORIUM, FRAUDULENT TRANSFER OR OTHER
SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY OR BY PRINCIPLES GOVERNING
THE AVAILABILITY OF EQUITABLE REMEDIES;
(C)
THE REPRESENTATIONS AND WARRANTIES OF EACH CREDIT PARTY IN THE LOAN
DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS (EXCEPT TO THE EXTENT
STATED TO RELATE TO A SPECIFIC EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS
AND WARRANTIES ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER
DATE);
(D)
NO DEFAULT OR EVENT OF DEFAULT EXISTS OR WOULD EXIST AFTER GIVING EFFECT
TO THIS AMENDMENT;
(E)
EACH CREDIT PARTY HAS PERFORMED ALL OF ITS OBLIGATIONS UNDER THE CREDIT
AGREEMENT AND THE LOAN DOCUMENTS TO BE PERFORMED BY IT ON OR BEFORE THE DATE
HEREOF AND AS OF THE DATE HEREOF, EACH CREDIT PARTY IS IN COMPLIANCE WITH ALL
APPLICABLE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT AND EACH OF THE LOAN
DOCUMENTS TO BE OBSERVED AND PERFORMED BY IT AND, EXCEPT TO THE EXTENT OTHERWISE
WAIVED BY THE PROVISIONS HEREOF, NO EVENT OF DEFAULT OR OTHER EVENT WHICH, UPON
NOTICE OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE AN EVENT OF DEFAULT, HAS
OCCURRED.
5.
REAFFIRMATION.
EACH STAFFING SUBSIDIARY HEREBY CONSENTS TO
BORROWER'S EXECUTION AND DELIVERY OF THIS AMENDMENT AND AGREES TO BE BOUND
HEREBY.
EACH STAFFING SUBSIDIARY HEREBY AFFIRMS THAT NOTHING CONTAINED HEREIN
SHALL MODIFY IN ANY RESPECT WHATSOEVER ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS,
INCLUDING, WITHOUT LIMITATION, ITS GUARANTY OF THE OBLIGATIONS OF BORROWER TO
AGENT AND LENDERS PURSUANT TO THOSE CERTAIN GUARANTEES
DATED APRIL 7, 2003 OR
DECEMBER 31, 2003, AS THE CASE MAY BE (THE APRIL 7, 2003 AND DECEMBER 31, 2003
GUARANTEES COLLECTIVELY REFERRED TO HEREIN AS THE "GUARANTY"),
4
EXECUTED BY SUCH STAFFING SUBSIDIARY IN FAVOR OF AGENT AND LENDERS AND REAFFIRMS
THAT SUCH GUARANTY IS AND SHALL CONTINUE TO REMAIN IN FULL FORCE AND EFFECT.
ALTHOUGH EACH STAFFING SUBSIDIARY HAS BEEN INFORMED OF THE MATTERS SET FORTH
HEREIN AND HAS ACKNOWLEDGED AND AGREED TO SAME, SUCH PERSON UNDERSTANDS THAT
AGENT AND LENDERS HAVE NO OBLIGATION TO INFORM ANY SUCH PERSON OF SUCH MATTERS
IN THE FUTURE OR TO SEEK ANY SUCH PERSON'S ACKNOWLEDGMENT OR AGREEMENT TO FUTURE
CONSENTS OR WAIVERS, AND NOTHING HEREIN SHALL CREATE SUCH A DUTY.
6.
RELEASE.
(A)
IN CONSIDERATION OF THE AGREEMENTS OF AGENT AND LENDERS CONTAINED HEREIN
AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF
WHICH IS HEREBY ACKNOWLEDGED, BORROWER AND EACH OF THE STAFFING SUBSIDIARIES, ON
BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, AND OTHER LEGAL REPRESENTATIVES,
HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY RELEASES, REMISES AND FOREVER
DISCHARGES AGENT AND LENDERS, AND THEIR SUCCESSORS AND ASSIGNS, AND THEIR
PRESENT AND FORMER SHAREHOLDERS, AFFILIATES, SUBSIDIARIES, DIVISIONS,
PREDECESSORS, DIRECTORS, OFFICERS, ATTORNEYS, EMPLOYEES, AGENTS AND OTHER
REPRESENTATIVES (AGENT, EACH LENDER AND ALL SUCH OTHER PERSONS BEING HEREINAFTER
REFERRED TO