Second Amendment to Financing Agreement among Outsource International, Subsidiaries, and Lenders (November 16, 2000)

Summary

This amendment updates the terms of a financing agreement originally made between Outsource International, its subsidiaries, and a group of lenders. The amendment changes the definition of the "L/C Subfacility" to $6 million and sets conditions for the amendment to take effect, including the accuracy of representations and payment of a $25,000 fee. All parties confirm their authority to enter into this amendment, and the original agreement remains in effect except as modified here. The agreement is governed by New York law.

EX-10.14 3 g70519ex10-14.txt SECOND AMENDMENT TO FINANCING AGREEMENT 1 EXHIBIT 10.14 SECOND AMENDMENT TO FINANCING AGREEMENT SECOND AMENDMENT, dated as of November 16, 2000 (this "Amendment"), to the Financing Agreement, dated as of August 15, 2000, as amended by the First Amendment dated as of November 8, 2000 (as so amended, the "Financing Agreement"), by and among Outsource International, Inc. (the "Parent"), Outsource International of America, Inc. ("OIA"), Outsource Franchising, Inc. ("OFI"), Guardian Employer East, LLC ("Guardian East"), Guardian Employer West, LLC ("Guardian West" and together with the Parent, OIA, OFI and Guardian East, each a "Borrower" and collectively, the "Borrowers"), each Subsidiary of the Parent (other than a Borrower) whose name appears on the signature pages thereof (each a "Guarantor" and collectively, the "Guarantors"), the financial institutions from time to time party thereto (each a "Lender" and collectively, the "Lenders"), Ableco Finance LLC, as collateral agent for the Lenders (in such capacity, the "Collateral Agent"), and The CIT Group/Business Credit, Inc., as administrative agent for the Lenders (in such capacity, the "Administrative Agent" and together with the Collateral Agent, each an "Agent" and collectively, the "Agents"). WHEREAS, the Borrowers, the Guarantors, the Lenders and the Agents wish to amend certain terms and conditions of the Financing Agreement as hereafter set forth; NOW, THEREFORE, the Borrowers, the Guarantors, the Lenders and the Agents hereby agree as follows: 1. DEFINITIONS. All terms which are defined in the Financing Agreement and not otherwise defined herein are used herein as defined therein. 2. EXISTING DEFINITIONS. The definition of the term "L/C Subfacility" in Section 1.01 of the Financing Agreement is hereby amended in its entirety to read as follows: "'L/C Subfacility' means that portion of the Total Revolving Credit Commitment equal to $6 million." 3. CONDITIONS. This Amendment shall become effective only upon satisfaction in full of the following conditions precedent (the first date upon which all such conditions have been satisfied being herein called the "Amendment Effective Date"): (a) REPRESENTATIONS AND WARRANTIES; NO EVENT OF DEFAULT. The representations and warranties contained herein, in Section 6.01 of the Financing Agreement and in each other Loan Document and certificate or other writing delivered to the Agents and the Lenders pursuant hereto on or prior to the Amendment Effective Date shall be correct on and as of the Amendment Effective Date as though made on and as of such date; and no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. 2 (b) DELIVERY OF DOCUMENTS. The Collateral Agent shall have received on or before the Amendment Effective Date, counterparts of this Amendment, duly executed by the Borrowers, the Guarantors and the Lenders. (c) PROCEEDINGS. All proceedings in connection with the transactions contemplated by this Amendment, and all documents incidental hereto, shall be satisfactory to the Collateral Agent and its counsel. (d) FEE. The Borrowers shall have paid the Administrative Agent for the account of the Lenders in accordance with a written agreement among such Lenders (or the Administrative Agent may charge the Loan Account pursuant to Section 4.02) a fee of $25,000, which fee shall be earned in full on the date of this Amendment. 4. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers and the Guarantors represents and warrants as follows: (a) Each Borrower and Guarantor (i) is a corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the state of its organization and (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment, and to perform the Financing Agreement, as amended hereby. (b) The execution, delivery and performance by it of this Amendment and the performance by it of the Financing Agreement, as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will not violate or create a default under its organizational documents or any applicable law or any contractual restriction binding or otherwise affecting it or any of its properties, and (iii) except as provided in the Loan Documents, do not and will not result in or require the creation of any Lien upon or with respect to its property. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required in connection with (i) the due execution, delivery and performance by it of this Amendment and (ii) the performance by it of the Financing Agreement, as amended hereby. (d) Each of this Amendment and the Financing Agreement, as amended hereby, is a legal, valid and binding obligation of each Borrower and Guarantor, enforceable against each such Person in accordance with the terms thereof. (e) The representations and warranties contained in Article VI of the Financing Agreement are correct on and as of the Amendment Effective Date as though made on and as of the Amendment Effective Date, and no Default or Event of Default has occurred and is continuing on and as of the Amendment Effective Date or will result from this Amendment becoming effective in accordance with its terms. 5. CONTINUED EFFECTIVENESS OF THE FINANCING AGREEMENT. Each of the Borrowers and the Guarantors hereby confirms and agrees that, except as otherwise provided in Section 4, (i) each Loan Document to which it is a party 2 3 is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Amendment Effective Date all references in any such Loan Document to "the Financing Agreement", "thereto", "thereof", "thereunder" or words of like import referring to the Financing Agreement shall mean the Financing Agreement as amended by this Amendment, and (ii) to the extent any such Loan Document purports to assign or pledge to the Collateral Agent, or to grant to the Collateral Agent a Lien on any collateral as security for the Obligations of the Borrowers or the Guarantors from time to time existing in respect of the Financing Agreement and the Loan Documents, such pledge, assignment and/or grant of the Lien is hereby ratified and confirmed in all respects. 6. MISCELLANEOUS. (a) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. (b) Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. (c) This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. (d) The Borrowers will pay on demand all reasonable fees, costs and expenses of the Agents in connection with the preparation, execution and delivery of this Amendment and all documents incidental hereto, including, without limitation, the reasonable fees, disbursements and other charges of Schulte Roth & Zabel LLP, counsel to the Agents. 3 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written. BORROWERS: OUTSOURCE INTERNATIONAL, INC. By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: VP OUTSOURCE INTERNATIONAL OF AMERICA, INC. By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: VP OUTSOURCE FRANCHISING, INC. By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: VP GUARDIAN EMPLOYER EAST, LLC By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: Manager GUARDIAN EMPLOYER WEST, LLC By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: Manager 4 5 GUARANTORS: CAPITAL STAFFING FUND, INC. By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: VP OUTSOURCE FUNDING CORPORATION By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: President SYNADYNE I, INC. By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: VP SYNADYNE II, INC. By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: VP SYNADYNE III, INC. By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: VP SYNADYNE IV, INC. By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: VP SYNADYNE V, INC. By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: VP 5 6 EMPLOYEES INSURANCE SERVICES, INC. By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: VP MASS STAFF, INC. By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: VP STAFF ALL, INC. By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: VP OUTSOURCE OF NEVADA, INC. By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: VP EMPLOYMENT CONSULTANTS, INC. By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: VP X-TRA HELP, INC. By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: VP CO-STAFF, INC. By: /s/ Scott R. Francis -------------------------------------- Name: Scott R. Francis Title: VP 6 7 COLLATERAL AGENT AND LENDER: ABLECO FINANCE LLC By: /s/ Kevin Genda ----------------------------------------- Name: Kevin Genda Title: Senior Vice President ADMINISTRATIVE AGENT AND LENDER: ------------------------------- THE CIT GROUP/BUSINESS CREDIT, INC. By: /s/ Neil T. Legan ----------------------------------------- Name: Neil T. Legan Title: Vice President LENDERS: A2 FUNDING LP By: A2 Fund Management LLC, its General Partner By: /s/ Alexander J. Ornstein ----------------------------------------- Name: Alexander J. Ornstein Title: VP ABLECO HOLDING LLC By: /s/ Kevin Genda ----------------------------------------- Name: Kevin Genda Title: Senior Vice President 7