GLOBAL EMPLOYMENT HOLDINGS,
INC.
CONSENT
AND
SECOND AMENDMENT
TO
SENIOR SECURED CONVERTIBLE NOTES
THIS CONSENT AND SECOND AMENDMENT TO SENIOR
SECURED CONVERTIBLE NOTES (this “ Consent ”), dated as
of March 11, 2009, is entered into by (a) Global
Employment Holdings, Inc., a Delaware corporation (the “
Company ”), (b) Victory Park Management, LLC, a
Delaware limited liability company, in its capacity as Collateral
Agent (the “ Collateral Agent ”) for the holders
(the “ Noteholders ”) of the Senior Secured
Convertible Notes, as amended (the “ Notes ”),
issued by the Company pursuant to the Notes Securities Purchase
Agreement, dated as of March 31, 2006, as amended (the “
Purchase Agreement ”), and (c) the Noteholders
listed on the signature pages hereto, representing more than
66-2/3% of the aggregate outstanding principal amount of the
Notes.
A. The Company’s subsidiary Global
Employment Solutions, Inc., a Colorado corporation (“
GES ”), desires to sell certain Assets (as defined in
the proposed Asset Purchase and Sale Agreement to be entered into
by and among the Company, Temporary Placement Service, Inc., a
Georgia corporation (“ TPS ”), and Eastern
Staffing, LLC, a California limited liability company, d.b.a.
Select Staffing, a copy of which is set forth in Attachment A
hereto) of its subsidiary TPS (the “ TPS Asset Sale
”) and use the proceeds therefrom to partially pay down the
outstanding balances on the Company’s working capital
revolving credit line and term note with Wells Fargo Bank, N.A.,
and for working capital purposes.
B. Pursuant to Section 5(g)(i) of the
Security Agreement, dated as of March 31, 2006, as amended,
made by the Company and its subsidiaries in favor of the Collateral
Agent, and Section 6(e) of the Pledge Agreement, dated as of
March 31, 2006, as amended, made by the Company and its
subsidiaries in favor of the Collateral Agent, the Collateral
Agent’s consent, on behalf of the Noteholders, is required to
consummate the TPS Asset Sale.
C. In consideration for the Collateral
Agent’s consent to the TPS Asset Sale, the Company has agreed
to amend the definition of the term “Senior
Indebtedness” in the Notes (the “ Amendment
”).
D. Pursuant to the terms of the Notes, the
consent of the holders of 66-2/3% of the aggregate outstanding
principal amount of the Notes is required to approve the
Amendment.
NOW, THEREFORE , for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree and consent as follows:
1. Defined Terms . Capitalized
terms used but not defined herein shall have the meanings set forth
in the Notes.
2. Consent of the Collateral Agent
. The Collateral Agent hereby consents to the TPS Asset
Sale.
3. Amendment to Section 28 of the
Notes . Effective 90 days after closing of the TPS Asset
Sale, the following subsections of Section 28 of the Notes are
amended to read in their entirety as follows:
“(m) ‘ Credit Facility
’ means the Credit and Security Agreement, dated as of
April 29, 2008, by and among certain subsidiaries of the
Company and Wells Fargo Bank, N.A., acting through its Wells Fargo
Business Credit operating division (as the same may be amended from
time to time) and all other Loan Documents
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