Amendment No. 1 to Credit Terms and Condition
and Commitment Letter Attached Thereto
This Amendment No. 1 dated as of October 1, 1997 ("Amendment") amends that
certain Credit Terms and Conditions ("Credit Agreement") dated July 21, 1997 by
and between Imperial Bank ("Bank") and USFG/DHRG LP No. 2, Inc. ("Borrower"),
the Commitment Letter dated July 21, 1997 attached thereto (the "July
Commitment"), the Commitment Letter dated June 27, 1997 attached thereto (the
"June Commitment") (collectively herein the Credit Agreement and the Commitments
are referred to as the "Agreement") as follows:
1. The following is hereby added as Section B.10 of the Credit Agreement:
"10. Prepayment. Upon the completion of the Borrower's public offering
scheduled to close on October 3, 1997, prepay the loans from Borrower to
Bank by at least $750,000."
2. The following is hereby added as Section B.11 of the Credit Agreement:
"11. Pledged Securities Equity. Pledge to, and maintain with Bank
those securities in Diversified Human Resources Group Inc. (also known as
Diversified Corporate Resources, Inc.) pledged by Borrower pursuant to a
General Security Agreement executed by Borrower on July 9, 1997 and a
General Security Agreement executed by Borrower on July 22, 1997 ("Eligible
Securities"), with the fair market value (as determined by the closing
price on the applicable market as shown in the Wall Street Journal for the
previous day) at all times equal to or exceeding two times the outstanding
principal balance of all loans from Bank to Borrower (the "Minimum
Equity"); provided that the minimum number of shares of the Eligible
Securities pledge to the Bank shall never be less than 1 share for each
$5.00 of the principal of the loans outstanding from the Bank to the
Borrower. If at any time the aggregate fair market value of the Eligible
Securities pledged to Bank is less than the Minimum Equity, Borrower agrees
to pledge additional Eligible Securities to Bank to make up any such
deficiency. If such additional Eligible Securities are not added within
five (5) business days after Borrower's receipt of written notice from Bank
of such deficiency, Bank shall have the option of causing to become
immediately due and payable, regardless of their stated terms (any cure
periods allowed upon the occurrence of a default pursuant to the terms and
conditions of the Credit Agreement or either Security Agreement shall not
apply to Borrower's obligations under this Section B.11), the portion of
the loans from the Bank to the Borrower outstanding as will cause the
aggregate fair market value of the Eligible Securities to bear the same
relationship to outstanding principal of the loans as the Minimum Equity
set forth above. Upon receipt of at least the minimum pay down, Bank will
return excess shares held as collateral. Said return will be performed on a
timely basis."
CORPDAL:92104.1 28722-00003
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3. The following is hereby added as Section B.12 of the Credit Agreement.
"12. Interest Reserve. Pledge to, and maintain with Bank a demand
deposit account in an amount at least equal to the interest due on all
loans from the Bank until the maturity of such loans of July 8, 1998."
4. Except as provided above, the Agreement remains unchanged and the parties
hereby confirm that the Agreement as herein amended is in full force and
effect.
The parties hereto have executed this Amendment the date first written above.
Imperial Bank
By:
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Title:
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USFG-DHRG L.P. No. 2, Inc.
By:
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Title:
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CORPDAL:92104.1 28722-00003
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