FIRST AMENDMENT
TO
NOTES SECURITIES PURCHASE AGREEMENT
FIRST
AMENDMENT TO NOTES SECURITIES PURCHASE AGREEMENT (this “
Amendment ”), dated as of September 28, 2006, by
and among Global Employment Holdings, Inc., a Delaware corporation
(the “ Company ”), Global Employment Solutions,
Inc., a Colorado corporation (“ GES ”), and the
investors listed on the signature pages hereto (individually, a
“ Buyer ” and collectively, the “
Buyers ”).
A. The
Company, GES and the Buyers are party to a Notes Securities
Purchase Agreement, dated as of March 31, 2006, (the “
Purchase Agreement ”). Capitalized terms not otherwise
defined have the meanings set forth in the Purchase
Agreement.
B. Amatis
Limited (“ Amatis ” or the “ Old
Collateral Agent ”) has agreed to sell all of the Notes
and Warrants it purchased pursuant to the Purchase
Agreement.
C. Amatis was
named the Collateral Agent in the Purchase Agreement and wishes to
be released from its role as the Collateral Agent.
D. Whitebox
Convertible Arbitrage Partners, LP (“ Whitebox ”
or the “ New Collateral Agent ”) has agreed to
replace Amatis as the Collateral Agent.
NOW,
THEREFORE , the Company, GES and each Buyer hereby agree as
follows:
1.
Amendment of Section 4(p) . Section 4(p) of the
Purchase Agreement is hereby deleted from the Purchase Agreement
and the following inserted in its place:
Whitebox
Convertible Arbitrage Partners, LP (the “ Collateral
Agent ”) is hereby appointed as the collateral agent for
the Buyers hereunder, and each Buyer hereby authorizes the
Collateral Agent (and its officers, directors, employees and
agents) to take any and all such actions on behalf of the Buyers
with respect to the Collateral (as defined in the Security
Documents) and the Obligations in accordance with the terms of this
Agreement. The Collateral Agent shall not have, by reason hereof or
any of the other Transaction Documents, a fiduciary relationship in
respect of any Buyer. Neither the Collateral Agent nor any of its
officers, directors, employees and agents shall have any liability
to any Buyer for any action taken or omitted to be taken in
connection hereof except to the extent caused by its own gross
negligence or willful misconduct, and each Buyer agrees to defend,
protect, indemnify and hold harmless the Collateral Agent and all
of its officers, directors, employees and agents (collectively, the
“ Indemnitees ”) from and against any losses,
damages, liabilities, obligations, penalties, actions, judgments,
suits, fees, costs and expenses (including, without limitation,
reasonable attorneys’ fees, costs and expenses) incurred by
such Indemnitee, whether direct, indirect or consequential, arising
from or in connection with the
performance by
such Indemnitee of the duties and obligations of Collateral Agent
pursuant hereto.
2.
Resignation and Appointment of Collateral Agent. The Old
Collateral Agent hereby resigns as the Collateral Agent. The Buyers
and the Company hereby accept the resignation of the Old Collateral
Agent as the Collateral Agent and hereby appoint the New Collateral
Agent as the Collateral Agent.
3.
Acceptance of Appointment of Collateral Agent. The New
Collateral Agent hereby accepts its appointment as the Collateral
Agent.
(a) Old
Collateral Agent hereby assigns, without recourse, to New
Collateral Agent, for the ratable benefit of the noteholders, all
of Old Collateral Agent’s right, title and interest in, to
and under (a) the Collateral and in, to and under all of the
Security Documents, any UCC-1 Financing Statements or other
instrument perfecting the security interest in the Collateral and
any other Transaction Document evidencing the grant of any item or
security interest in any property of the Company, (b) any
Collateral delivered in connection with the execution and delivery
of the Purchase Agreement, and (c) all proceeds thereof
(collectively, the “ Assigned Items ”). New
Collateral Agent hereby accepts all of Old Collateral Agent’s
right, title and interest, as collateral agent, in, to and under
the Assigned Items.
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