SECURITIES PLEDGE AGREEMENTSecurities Pledge Agreement • March 6th, 2007 • Global Employment Holdings, Inc. • Services-help supply services
THIS SECURITIES PLEDGE AGREEMENT (this “Agreement”) is entered into as of this 28th day of February, 2007, by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, as administrative agent for the Lenders described below (in such capacity, “Secured Party”) under the Credit Agreement (defined below), and Global Employment Holdings, Inc., a Delaware corporation (“Pledgor”).
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 6th, 2007 • Global Employment Holdings, Inc. • Services-help supply services • New York
This AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is hereby made and entered into as of February 28, 2007 by and among Global Employment Holdings, Inc., a Delaware corporation (the “Buyer”), Career Blazers Personnel Services, Inc., a New York corporation, Career Blazers Contingency Professionals, Inc., a New York corporation, and Career Blazers Personnel Services of Washington, D.C., Inc., a District of Columbia corporation (each of such corporations, a “Seller Constituent”; collectively, the “Seller”), and CapeSuccess LLC, a Delaware limited liability company (the “Seller Parent”).
CREDIT AGREEMENT among GLOBAL EMPLOYMENTS SOLUTIONS, INC., GLOBAL EMPLOYMENT HOLDINGS, INC., THE OTHER CREDIT PARTIES NAMED THEREIN, and CAPITALSOURCE FINANCE LLC, as Agent Dated as of February 28, 2007Credit Agreement • March 6th, 2007 • Global Employment Holdings, Inc. • Services-help supply services • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of February 28, 2007, is entered into by and among GLOBAL EMPLOYMENT SOLUTIONS, INC., a Colorado corporation (“Borrower”), GLOBAL EMPLOYMENT HOLDINGS, INC., a Delaware corporation (“Parent”), TEMPORARY PLACEMENT SERVICE, INC., a Georgia corporation (“TPS”), SOUTHEASTERN PERSONNEL MANAGEMENT, INC., a Florida corporation (“SPM”), MAIN LINE PERSONNEL SERVICES, INC., a Pennsylvania corporation (“MLPS”), FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC., a New York corporation (“FAST”), EXCELL PERSONNEL SERVICES CORPORATION, an Illinois corporation (“EPSC”), SOUTHEASTERN STAFFING, INC., a Florida corporation (“SS”), BAY HR, INC., a Florida corporation (“BH”), SOUTHEASTERN GEORGIA HR, INC., a Georgia corporation (“SGH”), SOUTHEASTERN STAFFING II, INC., a Florida corporation (“SSII”), SOUTHEASTERN STAFFING III, INC., a Florida corporation (“SSIII”), SOUTHEASTERN STAFFING IV, INC., a Florida corporation (“SSIV”), SOUTHEASTERN STAFFING V, INC., a Flo
SUBORDINATION AGREEMENTSubordination Agreement • March 6th, 2007 • Global Employment Holdings, Inc. • Services-help supply services • New York
THIS SUBORDINATION AGREEMENT (“Agreement”), dated as of February 28, 2007, is made by WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS, LP, for itself and in its capacity as collateral agent for the Subordinated Creditors (in such capacity as collateral agent for the Subordinated Creditors, together with any replacement or successor collateral agent, the “Subordinated Creditors’ Collateral Agent”), RADCLIFFE SPC, LTD., for and on behalf of the Class A Convertible Crossover Segregated Portfolio, MAGNETAR CAPITAL MASTER FUND, LTD., WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS, LP, GUGGENHEIM PORTFOLIO XXXI, LLC, PANDORA SELECT PARTNERS, LP, WHITEBOX INTERMARKET PARTNERS, LP, CONTEXT ADVANTAGE MASTER FUND, L.P., on behalf of itself, Context Advantage Fund, LP, f/k/a Context Convertible Arbitrage Fund, L.P., and Context Offshore Advantage Fund, Ltd., f/k/a Context Convertible Arbitrage Offshore, Ltd., CONTEXT OPPORTUNISTIC MASTER FUND, L.P., GWIRTSMAN FAMILY PARTNERS, LLC, LUCI ALTMAN, GREGORY BACHARACH
SECURITY AGREEMENTSecurity Agreement • March 6th, 2007 • Global Employment Holdings, Inc. • Services-help supply services • New York
This SECURITY AGREEMENT (this “Security Agreement”), dated as of February 28, 2007, is by and among the GRANTORS listed on the signature pages hereto and such PERSONS that hereafter become parties to this Security Agreement (each a “Grantor” and collectively, the “Grantors”) and CAPITALSOURCE FINANCE LLC, in its capacity as Agent for Lenders (as defined below) (in such capacity, the “Secured Party”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
GLOBAL EMPLOYMENT HOLDINGS, INC. FIRST AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTESSecured Convertible Notes • March 6th, 2007 • Global Employment Holdings, Inc. • Services-help supply services
THIS FIRST AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTES (this “Amendment”), dated as of February 28, 2007, is made by and among Global Employment Holdings, Inc., a Delaware corporation (the “Company”), and the noteholders listed on the signature pages hereto (individually, a “Noteholder” and collectively, the “Noteholders”). Capitalized terms used but not defined herein shall have the meanings set forth in the Company’s Senior Secured Convertible Notes, dated as of March 31, 2006 (the “Notes”).
